As filed with the Securities and Exchange
Commission on November 27, 1996.  Registration No. 333-------
------------------------------------------------------------

            SECURITIES AND EXCHANGE COMMISSION
                  Washington, D.C. 20549

                         FORM S-8

  REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                    THE CLOROX COMPANY
  (Exact name of registrant as specified in its charter)

         Delaware                         31-0595760
(State or other jurisdiction           (I.R.S. Employer
of incorporation or organization)      Identification No.)

1221 Broadway, Oakland, CA                  94612-1888
(Address of Principal Executive Offices)    (Zip Code)

   THE CLOROX COMPANY VALUE SHARING PLAN FOR PUERTO RICO
                 (Full title of the plan)

             Edward A. Cutter, Senior Vice President - 
               General Counsel and Secretary
                    The Clorox Company,
           1221 Broadway, Oakland, CA 94612-1888
          (Name and address of agent for service)

                       510-271-7000
          (Telephone number, including area code,
                   of agent for service)
               -----------------------------

              Calculation of Registration Fee
-----------------------------------------------------------
                         Proposed  Proposed      
Title of      Number     Maximum   Maximum       Amount of
Securities    of shares  Offering  Aggregate     Regis-
to be         to be      Price Per Offering      tration
Registered    Registered Share     Price         Fee
-----------------------------------------------------------

Common Stock  20,000    $105.6875* $2,113,750    $728.88*
-----------------------------------------------------------

*  Pursuant to Rule 457(h), estimate based on the average
   high and low sale prices of Clorox common stock on The New York
   Stock Exchange on November 22, 1996.  

<PAGE>


                          Part II

    INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

         The following documents are incorporated by
reference herein:

         (a)  The Company's annual report on Form 10-K for
              the fiscal year ended June 30, 1996,
              filed pursuant to Section 13 of the
              Securities Exchange Act of 1934, as
              amended (the "Exchange Act");

         (b)  The Company's quarterly report on Form 10-Q
              for the quarter ended September 30, 1996, filed
              pursuant to Section 13 of the Exchange Act; 

         (c)  All other reports filed by the Company since
              June 30, 1996 with the Securities and Exchange
              Commission pursuant to Section 13(a) or 15(d)
              of the Exchange Act.  

         (d)  The description of the Company's common stock
              contained in the paragraph entitled "Voting at
              the Annual Meeting," on page 1 of the
              Company's proxy statement dated September 30,
              1996.

         (e)  All documents subsequently filed by the
              Company pursuant to Sections 13(a), 13(c), 14 and
              15(d) of the Exchange Act, prior to the filing
              of a post-effective amendment which indicates
              that all securities offered hereby have been
              sold or which deregisters all such securities
              then remaining unsold, shall be deemed to be
              incorporated by reference herein and to be
              part hereof from the date of filing of such
              documents.  

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Edward A. Cutter, Esq., who has rendered an opinion
regarding the validity of the securities being registered
hereby, is the Senior Vice President-General Counsel and
Secretary of the Company.  As of July 30, 1996, Mr. Cutter
owned 55,884 shares of the Company's common stock, including
38,753 shares issuable upon the exercise of stock options
that were exercisable within 60 days of such date.  





<PAGE>


                             II-1
Item 6.  Indemnification of Directors and Officers.

         The Company, a Delaware corporation, is empowered
by Section 145 of the Delaware General Corporation Law (the
"DGCL"), subject to the procedures and limitations stated
therein, to indemnify any person against expenses (including
attorney's fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person
in the defense of any threatened, pending or completed
action, suit or proceeding, whether civil, criminal,
administrative or investigative, in which such person is
made a party by reason of his or her being or having been a
director or officer of the Company.  The statute provides
that indemnification pursuant to its provisions is not
exclusive of other rights of indemnification to which a
person may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors, or otherwise.
Part I of Article Eight of the Restated Certificate of
Incorporation of the Company provides that the Company shall
indemnify its directors and officers substantially to the
fullest extent permitted by the DGCL.  

         The Company is also empowered by Section 102(b) of
the DGCL to include a provision in its certificate of
incorporation to limit a director's liability to the Company
or its stockholders for monetary damages for breaches of
fiduciary duty as a director.  Article Nine of the Restated
Certificate of Incorporation of the Company states that
directors of the Company shall not be liable for monetary
damages for breach of fiduciary duty except for liability
for (i) a breach of their duty of loyalty to the Company or
its stockholders; (ii) any acts or omissions not in good
faith; (iii) their intentional misconduct or knowing
violation of law; (iv) improper dividend payments, stock
repurchases or redemptions; and (v) any transaction from
which the director derived an improper personal benefit.

         Policies of insurance are maintained by the Company
under which the directors and officers of the Company are
insured, within the limits and subject to the limitations of
the policies, against certain expenses in connection with
the defense of actions, suits or proceedings, and certain
liabilities which might be imposed as a result of such
actions, suits or proceedings, to which they are parties by
reason of being or having been such directors or officers.

         The Clorox Company Value Sharing Plan for Puerto Rico
(the "Plan") provides that no member of the committee selected
by the board of directors to administer the Plan shall be liable
for any liabilities, claims, costs and expenses, including 
attorneys' fees, arising out of an alleged breach in the
performance of his or her fiduciary duties under the Plan
and under the Employee Retirement Income Security Act of 1974,
as amended, other than such liabilities, claims, costs and
expenses as may result from his or her gross negligence or
willful misconduct.







                           II-2

<PAGE>

Item 7.  Exemption from Registration Claimed.

         Not applicable.  

Item 8.  Exhibits.


Exh. No.     Description

   (4)        The Clorox Company Value Sharing Plan for Puerto
              Rico (located at page E-1 hereof)

   (5)        Opinion of Edward A. Cutter, Esq., Senior Vice
              President-General Counsel and Secretary
              of the Company (located at page E-53 hereof).  

  (23)(a)     Consent of Deloitte & Touche LLP (located at 
              page E-54 hereof).

      (b)     Consent of Edward A. Cutter, Esq. (included in
              Exhibit 5 above).

  (24)        Manually executed Power of Attorney of John W. Collins,
              Ursula Fairchild, Dean O. Morton, Edward L. Scarff, 
              Lary R. Scott, Forrest N. Shumway, James A. Vohs and
              C.A. Wolfe, dated November 22, 1996 (located at
              page E-55 hereof).  


Item 9.  Undertakings.

         The Company hereby undertakes:

         (a)  To file, during any period in which offers or
              sales are being made, a post-effective
              amendment to this registration statement to
              include any material information with respect
              to the plan of distribution not previously
              disclosed in the registration statement or any
              material change to such information in the
              registration statement;

         (b)  That, for the purpose of determining any
              liability under the Securities Act of 1933,
              (the "Act") each post-effective amendment referred
              to in undertaking (a) above shall be deemed to 
              be a new registration statement relating to the
              securities offered therein, and the offering
              of such securities at that time shall be
              deemed to be the initial bona fide offering
              thereof;

         (c)  To remove from registration by means of a
              post-effective amendment any of the securities
              being registered which remain unsold at the
              termination of the offering;







                           II-3
<PAGE>

         (d)  That, for purposes of determining any
              liability under the Act,
              each filing of the registrant's annual report
              pursuant to Section 13(a) or Section 15(d) of
              the Exchange Act that is incorporated by 
              reference in the registration statement shall 
              be deemed to be a new registration statement 
              relating to the securities offered therein, 
              and the offering of such securities at that 
              time shall be deemed to be the initial bona 
              fide offering thereof;

         (e)  That, insofar as indemnification for
              liabilities arising under the Act
              may be permitted to directors,
              officers and controlling persons of the
              registrant pursuant to the foregoing
              provisions, or otherwise, the registrant has
              been advised that in the opinion of the
              Securities and Exchange Commission such
              indemnification is against public policy as
              expressed in the Act and is, therefore,
              unenforceable.  In the event that a claim for
              indemnification against such liability (other
              than the payment by the registrant of expenses
              incurred or paid by a director, officer or
              controlling person of the registrant in the
              successful defense of any action, suit or
              proceeding) is asserted by such director,
              officer or controlling person in connection
              with the securities being registered, the
              registrant will, unless in the opinion of its
              counsel the matter has been settled by
              controlling precedent, submit to a court of
              appropriate jurisdiction the question whether
              such indemnification by it is against public
              policy as expressed in the Act and will be
              governed by the final adjudication of such
              issue.























                           II-4

<PAGE>

                        SIGNATURES

         Pursuant to the requirements of the Securities Act
of 1933, the registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Oakland, State of
California on November 26, 1996.

                             THE CLOROX COMPANY
                             
                             
                             
                             By: /S/ G. CRAIG SULLIVAN
                                 G. Craig Sullivan
                                 Chairman and 
                                 Chief Executive Officer
                             
                             
         Pursuant to the requirements of the Securities Act
of 1933, this Registration Statement has been signed by the
following persons in the capacities and on the dates
indicated.  

<TABLE>
<CAPTION>


        Signature                       Title                    Date        
--------------------             -----------------------      -------------------
<S>                              <C>                          <C>

/S/ G. CRAIG SULLIVAN            Chairman of the Board,       November 26, 1996
     G. Craig Sullivan           Chief Executive Officer
                                 and Director (principal
                                 executive officer)


/S/ WILLIAM F. AUSFAHL           Group Vice President,        November 26, 1996
    William F. Ausfahl           Chief Financial Officer
                                 and Director (principal
                                 financial officer)


/S/ HENRY J. SALVO, JR.          Vice President-Controller    November 26, 1996
    Henry J. Salvo, Jr.          (principal accounting
                                  officer)


/S/                              Director                     November 26, 1996
   * Daniel Boggan, Jr.         


/S/ JOHN W. COLLINS              Director                     November 26, 1996
    * John W. Collins


/s/ URSULA FAIRCHILD             Director                     November 26, 1996
    * Ursula Fairchild

                                  II-6

<PAGE>


        Signature                       Title                    Date        
--------------------             -----------------------      -------------------



/S/                              Director                     November 26, 1996
    * Juergen Manchot


/S/ DEAN O. MORTON               Director                     November 26, 1996
    * Dean O. Morton


/S/                              Director                     November 26, 1996
    * Klaus Morwind


/S/ EDWARD L. SCARFF             Director                     November 26, 1996
    * Edward L. Scarff


/S/ LARY R. SCOTT                Director                     November 26, 1996
    * Lary R. Scott


/S/ FORREST N. SHUMWAY           Director                     November 26, 1996
    * Forrest N. Shumway


/S/ JAMES A. VOHS                Director                     November 26, 1996
    * James A. Vohs


/S/ C. A WOLFE                   Director                     November 26, 1996
    * C. A. Wolfe


* By /S/ EDWARD A. CUTTER
      Edward A. Cutter, Esq.
      (Attorney in Fact)

</TABLE>



<PAGE>


                                   II-7


                           Exhibit Index


Exh. No.     Description

   (4)        The Clorox Company Value Sharing Plan for Puerto
              Rico (located at page E-1 hereof)

   (5)        Opinion of Edward A. Cutter, Esq., Senior Vice
              President-General Counsel and Secretary
              of the Company (located at page E-53 hereof).  

  (23)(a)     Consent of Deloitte & Touche LLP (located at 
              page E-54 hereof).

      (b)     Consent of Edward A. Cutter, Esq. (included in
              Exhibit 5 above).

  (24)        Manually executed Power of Attorney of John W. Collins,
              Ursula Fairchild, Dean O. Morton, Edward L. Scarff, 
              Lary R. Scott, Forrest N. Shumway, James A. Vohs and
              C.A. Wolfe, dated November 22, 1996 (located at
              page E-55 hereof).  







































                                   II-8