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**UNITEDSTATES****SECURITIES AND EXCHANGE COMMISSION**
**Washington, D.C. 20549**
**FORM8-K**
CURRENTREPORT PURSUANT TO SECTION 13 OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934
Date ofReport (Date of Earliest Event Reported): November 22, 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)

(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))
 

ITEM 2.01COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
On October6, 2004, The Clorox Company (the “Company”) enteredinto a Share Exchange Agreement (the “Agreement”) withHenkel KGaA and HC Investments, Inc. (collectively referred toas “Henkel”). The Company disclosed entry into andprovided a brief description of the Agreement in a Form 8-K filedon October 8, 2004. A copy of the Agreement is attached as Exhibit10-1. The transaction provided for by the Agreement (the“Transaction”) closed on November 22, 2004. At theclosing (the “Closing”), the Company acquired all ofits common stock held by Henkel, amounting to 61,386,509 shares. Inexchange, Henkel acquired all of the Company’s interest in asubsidiary containing the Company’s Soft Scrub ® cleanserbusiness, the bulk of the Company’s worldwide insecticidebusiness, including the Combat®, Home Keeper® and HomeMat® brands, the Company’s interest in a Spanish jointventure and $2,094,626,041 in cash.
Henkel andthe Company were parties to various agreements, which aresummarized in the Certain Relationships and Transactions section ofthe proxy statement dated September 28, 2004 of the Company,including an agreement that allowed Henkel to nominate directors tothe Company’s board of directors. All of those agreementswere terminated at or prior to the Closing.
Three Henkelnominees who served on the Company’s board resigned atclosing. The Company’s disinterested directors re-elected oneof those nominees to the board immediately following theclosing. See Items 5.02 (b) and (d) below.
Theconsideration given by Henkel for Clorox’s interest in thesubsidiary was 61,386,509 shares of common stock of the Companydeemed to have a value of $46.25 per share, or $2,839,126,041. Theconsideration given for the stock acquired by the Company was theCompany’s interest in a subsidiary containing the businessesdescribed above with an agreed-upon value of $744,500,000 and$2,094,626,041 in cash. The principle followed by theCompany’s board of directors in determining the amount of theconsideration given and received was that the consideration shouldbe determined by arms-length bargaining.
The sourceof the funds used initially to fund the Transaction was commercialpaper as described in the Company’s Form 8-K filed onNovember 16, 2004. The Company intends to replace $1.5 billion to$1.7 billion of that commercial paper with term debt.
The proforma statement of earnings and pro forma consolidated balancesheet required by Item 9.01 is attached as Exhibit 99-1.
item 5.02(b)departure of directors
Messrs.Christoph Henkel and Michael Shannon and Dr. Klaus Morwind,directors nominated by Henkel pursuant to the agreement referred toin Item 1.01, resigned effective as of the Closing of theTransaction.
item 5.02(d)Election of director
Mr. MichaelShannon was re-elected to the board effective November 22, 2004.There was no arrangement or understanding between Mr. Shannon andany other person pursuant to which he was selected as a director.Mr. Shannon will serve on the Audit Committee and the ManagementDevelopment and Compensation Committee of the board. Mr. Shannonwas not a party to any transaction or any proposed transactionrequired to be disclosed pursuant to Item 404(a) of Regulation S-Kor S-B.
ITEM7.01  REGULATION FD DISCLOSURE
On November22, 2004, The Clorox Company issued a press release, a copy ofwhich is attached as Exhibit 99-2. 
ITEM9.01  FINANCIAL  STATEMENTS AND EXHIBITSSIGNATURES

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:  November 22,2004                              By: /s/ PETER D. BEWLEY
                                                                                   Peter D. Bewley
                                                                                   Senior Vice President –
                                                                                   General Counsel