----

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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.20549

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FORM 10-Q

**(Mark One)**
| T | QUARTERLY REPORT PURSUANT TO SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|---|----------------------------------------------------------------------------------------|

     Forthe quarterly period ended December 31, 2003

OR
| £ | TRANSITION REPORT PURSUANT TOSECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 |
|---------|----------------------------------------------------------------------------------------|

     Forthe transition period from              to              

Commission FileNumber   **1-07151**

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**THE CLOROXCOMPANY**(Exact name of registrant asspecified in its charter)

| **Delaware** (State or other jurisdiction of incorporation or organization)    |  | **31-0595760** (I.R.S. Employer Identification No.) |
|--------------------------------------------------------------------------------|--|----------------------------------------------------------|
| **1221 Broadway Oakland, California** (Address of principal executive offices) |  | **94612-1888** (Zip code)                                |

****

**(510) 271-7000**(Registrant's telephonenumber, including area code)

                                                                                                                                                                        (Former name, former address and former fiscal year, if changedsince last report)

----

Indicate by check mark whether theregistrant (1) has filed all reports required to be filed bySection 13 or 15(d) of the Securities Exchange Act of 1934during the preceding 12 months (or for such shorter periodthat the registrant was required to file such reports), and(2) has been subject to such filing requirements for the past90 days.

           Yes       X                                        No               

Indicate by check mark whether theregistrant is an accelerated filer (as defined in Rule 12b-2 of theExchange Act.)

           Yes       X                                        No                  

As of December 31, 2003 there were210,151,206 shares outstanding of the registrant's common stock(par value - $1.00), the registrant's only outstanding class ofstock.

----

| THECLOROX COMPANY |
|-------------------|
|                   |  |  |  |  |
|                   |  |  |  |  |
|                   |  |  |  |  |
| PARTI.            |  | FinancialInformation | PageNo. |
|                   |  |  |  |  |  |  |
|                   |  | Item 1. | Financial Statements(Unaudited) |  |  |
|                   |  |  |  |  |  |  |  |
|                   |  |  | Condensed ConsolidatedStatements of Earnings |  |  |
|                   |  |  |  | Three Months and SixMonths Ended December 31, 2003 and 2002 |  | 3 |
|                   |  |  |  |  |  |  |  |
|                   |  |  | Condensed ConsolidatedBalance Sheets |  |  |
|                   |  |  |  | December 31, 2003, andJune 30, 2003 |  | 4 |
|                   |  |  |  |  |  |  |  |
|                   |  |  | Condensed ConsolidatedStatements of Cash Flows |  |  |
|                   |  |  |  | Six Months EndedDecember 31, 2003 and 2002 |  | 5 |
|                   |  |  |  |  |  |  |  |
|                   |  |  | Notes to CondensedConsolidated Financial Statements |  | 6 |
|                   |  |  |  |  |  |  |  |
|                   |  | Item 2. | Management'sDiscussion and Analysis of Results of |  | 15 |
|                   |  |  |  | Operations andFinancial Condition |  |  |
|                   |  |  |  |  |  |  |  |
|                   |  | Item 3. | Quantitative andQualitative Disclosure About Market Risk |  | 18 |
|                   |  |  |  |  |  |
|                   |  | Item 4. | Controls and Procedures |  | 18 |
|                   |  |  |  |  |  |
| PART II.          |  | Other Information |  |  |
|                   |  |  |  |  |  |
|                   |  | Item 4. | Submission of Matters to a Vote ofSecurity Holders |  | 19 |
|                   |  |  |  |  |  |
|                   |  | Item 6. | Exhibits and Reports on Form8-K |  | 19 |

****

----

PART I- FINANCIAL INFORMATION

Item 1.Financial Statements (Unaudited)

TheClorox Company

Condensed Consolidated Statements ofEarnings

(Inmillions, except share and per-share amounts)

|                                                                    |                                                                  |                                      |        |         | Three MonthsEnded |         | Six MonthsEnded |
|--------------------------------------------------------------------|------------------------------------------------------------------|--------------------------------------|--------|---------|-------------------|---------|-----------------|
|                                                                    |                                                                  |                                      |        |         |                   |         |                 |
|                                                                    |                                                                  |                                      |        |         | 12/31/2003        |         | 12/31/2002      |  | 12/31/2003 |  | 12/31/2002 |
|                                                                    |                                                                  |                                      |        |         |                   |         |                 |  |  |  |  |
| Net sales                                                          | $947                                                             |                                      | $926   |         | $1,995            |         | $1,973          |
| Cost of products sold                                              | 535                                                              |                                      | 496    |         | 1,126             |         | 1,040           |
|                                                                    |                                                                  |                                      |        |         |                   |         |                 |  |  |  |  |
| Gross profit                                                       | 412                                                              |                                      | 430    |         | 869               |         | 933             |
|                                                                    |                                                                  |                                      |        |         |                   |         |                 |  |  |  |  |
| Selling and administrativeexpenses                                 | 129                                                              |                                      | 131    |         | 251               |         | 247             |
| Advertising costs                                                  | 88                                                               |                                      | 104    |         | 194               |         | 214             |
| Research and developmentcosts                                      | 20                                                               |                                      | 18     |         | 39                |         | 33              |
| Restructuring and asset impairmentcosts                            | -                                                                |                                      | 30     |         | -                 |         | 33              |
| Interest expense                                                   | 7                                                                |                                      | 8      |         | 13                |         | 16              |
| Other (income) expense,net                                         | (2)                                                              |                                      | (3)    |         | 1                 |         | 3               |
|                                                                    |                                                                  |                                      |        |         |                   |         |                 |  |  |  |  |
| Earnings from continuing operationsbefore income taxes             | 170                                                              |                                      | 142    |         | 371               |         | 387             |
| Income taxes                                                       | 59                                                               |                                      | 55     |         | 130               |         | 142             |
|                                                                    |                                                                  |                                      |        |         |                   |         |                 |  |  |  |  |
| Earnings from continuingoperations                                 | 111                                                              |                                      | 87     |         | 241               |         | 245             |
|                                                                    |                                                                  |                                      |        |         |                   |         |                 |  |  |  |  |
| Earnings (losses) from discontinuedoperations, net of tax benefits |                                                                  |                                      |        |         |                   |         |                 |
|                                                                    | of $1 and $1 for the three-month,and $2 and $7 for the six-month |                                      |        |         |                   |         |                 |  |
|                                                                    | periods ended December 31, 2003 and2002, respectively            | (2)                                  |        | 2       |                   | (3)     |                 | (11) |
|                                                                    |                                                                  |                                      |        |         |                   |         |                 |  |  |  |  |
| Net earnings                                                       | $109                                                             |                                      | $89    |         | $238              |         | $234            |
|                                                                    |                                                                  |                                      |        |         |                   |         |                 |  |  |  |  |
|                                                                    |                                                                  |                                      |        |         |                   |         |                 |
| Net earnings (losses) per commonshare                              |                                                                  |                                      |        |         |                   |         |                 |
|                                                                    | Basic                                                            |                                      |        |         |                   |         |                 |  |
|                                                                    |                                                                  | Continuing operations                | $0.53  |         | $0.40             |         | $1.14           |  | $1.11 |
|                                                                    |                                                                  | Discontinued operations              | (0.01) |         | 0.01              |         | (0.01)          |  | (0.05) |
|                                                                    |                                                                  |                                      |        |         |                   |         |                 |  |  |  |  |
|                                                                    |                                                                  | Basic net earnings per commonshare   | $0.52  |         | $0.41             |         | $1.13           |  | $1.06 |
|                                                                    |                                                                  |                                      |        |         |                   |         |                 |  |  |  |  |
|                                                                    |                                                                  |                                      |        |         |                   |         |                 |  |  |  |  |
|                                                                    | Diluted                                                          |                                      |        |         |                   |         |                 |  |
|                                                                    |                                                                  | Continuing operations                | $0.52  |         | $0.39             |         | $1.13           |  | $1.10 |
|                                                                    |                                                                  | Discontinued operations              | (0.01) |         | 0.01              |         | (0.02)          |  | (0.05) |
|                                                                    |                                                                  |                                      |        |         |                   |         |                 |  |  |  |  |
|                                                                    |                                                                  | Diluted net earnings per commonshare | $0.51  |         | $0.40             |         | $1.11           |  | $1.05 |
|                                                                    |                                                                  |                                      |        |         |                   |         |                 |  |  |  |  |
|                                                                    |                                                                  |                                      |        |         |                   |         |                 |  |  |  |  |
| Weighted average common sharesoutstanding (in thousands)           |                                                                  |                                      |        |         |                   |         |                 |
|                                                                    | Basic                                                            | 210,500                              |        | 218,334 |                   | 211,577 |                 | 220,108 |
|                                                                    | Diluted                                                          | 212,959                              |        | 220,782 |                   | 213,924 |                 | 222,497 |
|                                                                    |                                                                  |                                      |        |         |                   |         |                 |  |  |  |  |
| Dividends per commonshare                                          | $0.27                                                            |                                      | $0.22  |         | $0.54             |         | $0.44           |
|                                                                    |                                                                  |                                      |        |         |                   |         |                 |  |  |  |  |
| See Notes to Condensed ConsolidatedFinancial Statements            |                                                                  |                                      |        |         |                   |         |                 |

----

 PARTI -FINANCIAL INFORMATION (Continued)

Item 1.Financial Statements (Unaudited)

TheClorox Company

Condensed Consolidated Balance Sheets

(Inmillions, except share amounts)

|                                                         |                                                              |                                                  |                           | 12/31/2003 |         | 6/30/2003 |
|---------------------------------------------------------|--------------------------------------------------------------|--------------------------------------------------|---------------------------|------------|---------|-----------|
|                                                         |                                                              |                                                  |                           |
| **Assets**                                              |                                                              |                                                  |                           |
| Current assets                                          |                                                              |                                                  |                           |
|                                                         | Cash and cash equivalents                                    | $201                                             |                           | $172       |
|                                                         | Receivables, net                                             | 345                                              |                           | 463        |
|                                                         | Inventories                                                  | 305                                              |                           | 264        |
|                                                         | Other current assets                                         | 43                                               |                           | 46         |
|                                                         | Assets held for sale                                         | 9                                                |                           | 6          |
|                                                         |                                                              |                                                  |                           |            |         |           |
|                                                         |                                                              |                                                  | Total current assets      | 903        |         | 951       |
|                                                         |                                                              |                                                  |                           |            |         |           |
| Property, plant and equipment,net                       | 1,069                                                        |                                                  | 1,072                     |
|                                                         |                                                              |                                                  |                           |            |         |           |
| Goodwill, net                                           | 752                                                          |                                                  | 730                       |
|                                                         |                                                              |                                                  |                           |            |         |           |
| Trademarks and other intangibleassets, net              | 643                                                          |                                                  | 651                       |
|                                                         |                                                              |                                                  |                           |            |         |           |
| Other assets, net                                       | 230                                                          |                                                  | 248                       |
|                                                         |                                                              |                                                  |                           |            |         |           |
| Total assets                                            | $3,597                                                       |                                                  | $3,652                    |
|                                                         |                                                              |                                                  |                           |            |         |           |
|                                                         |                                                              |                                                  |                           |            |         |           |
| **Liabilities and Stockholders'Equity**                 |                                                              |                                                  |                           |
| Current liabilities                                     |                                                              |                                                  |                           |
|                                                         | Notes and loans payable                                      | $662                                             |                           | $361       |
|                                                         | Current maturities of long-termdebt                          | 5                                                |                           | 213        |
|                                                         | Accounts payable                                             | 235                                              |                           | 312        |
|                                                         | Accrued liabilities                                          | 522                                              |                           | 537        |
|                                                         | Income taxes payable                                         | 22                                               |                           | 28         |
|                                                         |                                                              |                                                  |                           |            |         |           |
|                                                         |                                                              |                                                  | Total current liabilities | 1,446      |         | 1,451     |
|                                                         |                                                              |                                                  |                           |            |         |           |
| Long-term debt                                          | 475                                                          |                                                  | 495                       |
|                                                         |                                                              |                                                  |                           |            |         |           |
| Other liabilities                                       | 373                                                          |                                                  | 376                       |
|                                                         |                                                              |                                                  |                           |            |         |           |
| Deferred income taxes                                   | 118                                                          |                                                  | 115                       |
|                                                         |                                                              |                                                  |                           |            |         |           |
| Stockholders' equity                                    |                                                              |                                                  |                           |
|                                                         | Common stock                                                 | 250                                              |                           | 250        |
|                                                         | Additional paid-incapital                                    | 271                                              |                           | 255        |
|                                                         | Retained earnings                                            | 2,682                                            |                           | 2,565      |
|                                                         | Treasury shares, at cost, 39,675,728and 36,150,266 shares at |                                                  |                           |            |
|                                                         |                                                              | December 31, 2003 and June 30, 2003,respectively | (1,685)                   |            | (1,507) |
|                                                         | Accumulated other comprehensive netlosses                    | (319)                                            |                           | (339)      |
|                                                         | Unearned compensation                                        | (14)                                             |                           | (9)        |
|                                                         |                                                              |                                                  |                           |            |         |           |
|                                                         |                                                              |                                                  | Stockholders' equity      | 1,185      |         | 1,215     |
|                                                         |                                                              |                                                  |                           |            |         |           |
| Total liabilities and stockholders'equity               | $3,597                                                       |                                                  | $3,652                    |
|                                                         |                                                              |                                                  |                           |            |         |           |
| See Notes to Condensed ConsolidatedFinancial Statements |                                                              |                                                  |                           |

----

PART I- FINANCIAL INFORMATION (Continued)

Item1.  Financial Statements (Unaudited)

TheClorox Company

Condensed Consolidated Statements of CashFlows

(Inmillions)

|                                                             |                                                                   |                                               |                                                                       |                                                                     | Six MonthsEnded |
|-------------------------------------------------------------|-------------------------------------------------------------------|-----------------------------------------------|-----------------------------------------------------------------------|---------------------------------------------------------------------|-----------------|
|                                                             |                                                                   |                                               |                                                                       |                                                                     |                 |
|                                                             |                                                                   |                                               |                                                                       |                                                                     | 12/31/2003      |  | 12/31/2002 |
|                                                             |                                                                   |                                               |                                                                       |                                                                     |                 |  |  |
| Operations:                                                 |                                                                   |                                               |                                                                       |
|                                                             | Earnings from continuingoperations                                | $241                                          |                                                                       | $245                                                                |
|                                                             | Adjustments to reconcile earningsfrom continuing operations       |                                               |                                                                       |                                                                     |
|                                                             |                                                                   | to net cash provided by continuingoperations: |                                                                       |                                                                     |                 |
|                                                             |                                                                   |                                               | Depreciation andamortization                                          | 95                                                                  |                 | 88 |
|                                                             |                                                                   |                                               | Deferred income taxes                                                 | 5                                                                   |                 | 5 |
|                                                             |                                                                   |                                               | Restructuring and assetimpairment-Argentina                           | -                                                                   |                 | 30 |
|                                                             |                                                                   |                                               | Other                                                                 | 22                                                                  |                 | 15 |
|                                                             |                                                                   |                                               | Cash effects of changes in(excluding effects of businesses acquired): |                                                                     |                 |  |
|                                                             |                                                                   |                                               |                                                                       | Receivables, net                                                    | 120             |  | 156 |
|                                                             |                                                                   |                                               |                                                                       | Inventories                                                         | (38)            |  | (16) |
|                                                             |                                                                   |                                               |                                                                       | Other current assets                                                | 5               |  | (2) |
|                                                             |                                                                   |                                               |                                                                       | Accounts payable and accruedliabilities                             | (135)           |  | (176) |
|                                                             |                                                                   |                                               |                                                                       | Income taxes payable                                                | 58              |  | 64 |
|                                                             |                                                                   |                                               |                                                                       | Pension contribution                                                | (37)            |  | - |
|                                                             |                                                                   |                                               |                                                                       |                                                                     |                 |  |  |
|                                                             |                                                                   |                                               |                                                                       | Net cash provided by continuingoperations                           | 336             |  | 409 |
|                                                             |                                                                   |                                               |                                                                       | Net cash used for discontinuedoperations                            | (8)             |  | (6) |
|                                                             |                                                                   |                                               |                                                                       |                                                                     |                 |  |  |
|                                                             |                                                                   |                                               |                                                                       | Net cash provided byoperations                                      | 328             |  | 403 |
|                                                             |                                                                   |                                               |                                                                       |
| Investing Activities:                                       |                                                                   |                                               |                                                                       |
|                                                             | Capital expenditures                                              | (83)                                          |                                                                       | (92)                                                                |
|                                                             | Businesses acquired                                               | (11)                                          |                                                                       | -                                                                   |
|                                                             | Low income housingcontributions                                   | (9)                                           |                                                                       | (16)                                                                |
|                                                             | Other                                                             | (2)                                           |                                                                       | 2                                                                   |
|                                                             |                                                                   |                                               |                                                                       |                                                                     |                 |  |  |
|                                                             |                                                                   |                                               |                                                                       | Net cash used for investing bycontinuing operations                 | (105)           |  | (106) |
|                                                             |                                                                   |                                               |                                                                       |                                                                     |                 |  |  |
| Financing Activities:                                       |                                                                   |                                               |                                                                       |
|                                                             | Notes and loans payable,net                                       | 301                                           |                                                                       | 40                                                                  |
|                                                             | Long-term debt borrowings                                         | 7                                             |                                                                       | 7                                                                   |
|                                                             | Long-term debt repayments                                         | (214)                                         |                                                                       | (3)                                                                 |
|                                                             | Cash dividends paid                                               | (115)                                         |                                                                       | (97)                                                                |
|                                                             | Treasury stock purchased fromnon-affiliates                       | (155)                                         |                                                                       | (307)                                                               |
|                                                             | Treasury stock purchased fromrelated party, Henkel KGaA (Note 14) | (65)                                          |                                                                       | -                                                                   |
|                                                             | Issuance of common stock foremployee stock plans                  | 32                                            |                                                                       | 28                                                                  |
|                                                             | Proceeds from settlement of interestrate swaps, and other         | 22                                            |                                                                       | -                                                                   |
|                                                             |                                                                   |                                               |                                                                       |                                                                     |                 |  |  |
|                                                             |                                                                   |                                               |                                                                       | Net cash used for financing bycontinuing operations                 | (187)           |  | (332) |
|                                                             |                                                                   |                                               |                                                                       | Net cash (used for) provided byfinancing by discontinued operations | (8)             |  | 4 |
|                                                             |                                                                   |                                               |                                                                       |                                                                     |                 |  |  |
|                                                             |                                                                   |                                               |                                                                       | Net cash used for financingactivities                               | (195)           |  | (328) |
|                                                             |                                                                   |                                               |                                                                       |                                                                     |                 |  |  |
| Effect of exchangerate changes on cash and cash equivalents | 1                                                                 |                                               | 3                                                                     |
|                                                             |                                                                   |                                               |                                                                       |                                                                     |                 |  |  |
| Net increase(decrease) in cash and cash equivalents         | 29                                                                |                                               | (28)                                                                  |
| Cash and cashequivalents:                                   |                                                                   |                                               |                                                                       |
|                                                             | Beginning ofperiod                                                | 172                                           |                                                                       | 177                                                                 |
|                                                             |                                                                   |                                               |                                                                       |                                                                     |                 |  |  |
|                                                             | End ofperiod                                                      | $201                                          |                                                                       | $149                                                                |
|                                                             |                                                                   |                                               |                                                                       |                                                                     |                 |  |  |
|                                                             |                                                                   |                                               |                                                                       |
| See Notes to CondensedConsolidated Financial Statements     |                                                                   |                                               |                                                                       |

----

PART I- FINANCIAL INFORMATION (Continued)

Item1.  Financial Statements (Unaudited)

TheClorox Company

Notes to Condensed Consolidated FinancialStatements

(Inmillions, except share and per-share amounts)

1)   Interim FinancialStatements

**Basis ofPresentation**

The unaudited interim condensedconsolidated financial statements for the three-month and six-monthperiods ended December 31, 2003, and 2002, in the opinion ofmanagement, reflect all adjustments (consisting of normal recurringaccruals) necessary for a fair presentation of the consolidatedresults of operations, financial position and cash flows of TheClorox Company and its subsidiaries (the "Company”) for theperiods presented.  Certain reclassifications were made in theprior periods’ condensed consolidated financial statements toconform to the current periods’ presentation.  Theresults for the interim period ended December 31, 2003, are notnecessarily indicative of the results that may be expected for thefiscal year ending June 30, 2004, or for any futureperiod.

Certain information and footnotedisclosures normally included in financial statements prepared inaccordance with accounting principles generally accepted in theUnited States of America (“U.S. GAAP”) have beenomitted or condensed pursuant to the rules and regulations of theSecurities and Exchange Commission (the “SEC”). The information in this report should be read in conjunction withthe Company’s Annual Report on Form 10-K filed with the SECfor the fiscal year ended June 30, 2003, which includes a completeset of footnote disclosures, including the Company’ssignificant accounting policies.

**Use of Estimates**

The preparation of condensedconsolidated financial statements in conformity with U.S. GAAPrequires management to make estimates and assumptions that affectreported amounts and related disclosures.  Actual resultscould differ materially from estimates and assumptionsmade.

**New Accounting Standards andDevelopments**

In April, 2003, the FinancialAccounting Standards Board (“FASB”) decided to requireall companies to include the fair value of employee stock optionsgranted, modified or settled as an expense in reported net earningsand now plans to issue a proposed statement during theCompany’s third quarter of fiscal year 2004.  InOctober, 2003, the FASB agreed that the effective date of thisproposed statement would be for all stock compensation awardsgranted, modified or settled during the 2006 fiscal year.  TheCompany currently accounts for stock-based compensation using theintrinsic value method described in Accounting Principles BoardOpinion No. 25, whereby options are granted at market price and nocompensation cost is recognized.  Refer to Note 9 for moreinformation on the Company’s stock option plans.

In December, 2003, the FASB issuedFASB Interpretation (“FIN”) No. 46-R,“Consolidation of Variable Interest Entities.” FIN No.46-R, which modifies certain provisions and effective dates of FINNo. 46, sets forth criteria to be used in determining whether aninvestment in a variable interest entity should be consolidated,and is based on the general premise that companies that controlanother entity through interests other than voting interests shouldconsolidate the controlled entity.  The Company has evaluatedwhether the provisions of FIN No. 46-R are applicable to itsinvestments in low-income housing partnerships, the investmentfund, and other investments, which are all currently accounted forby the equity method (Note 5).  Based on this evaluation, theCompany has concluded that only the investment fund will need to beconsolidated, and this consolidation will be required during theCompany’s third quarter of fiscal year 2004. The Company doesnot expect that this accounting change will have a material impacton its consolidated financial statements.

In December, 2003, the FASB issued arevision to Statement of Financial Accounting Standards(“SFAS”) No. 132, “Employers' Disclosures aboutPensions and Other Postretirement Benefits.”  Thisrevised statement requires additional annual disclosures regardingtypes of pension plan assets, investment strategy, future plancontributions, expected benefit payments and other items.  Thestatement also requires quarterly disclosure of the components ofnet periodic benefit cost and plan contributions.  The annualdisclosures will be required for the Company’s June 30, 2004,Form 10-K and the quarterly disclosures will be required for theCompany’s March 31, 2004, Form 10-Q.

----

PART I - FINANCIALINFORMATION (Continued)

Item 1. Financial Statements (Unaudited)

The CloroxCompany

Notes to CondensedConsolidated Financial Statements

(In millions, exceptshare and per-share amounts)

1)   Interim FinancialStatements (Continued)

In December, 2003, the MedicarePrescription Drug, Improvement and Modernization Act of 2003(“the Act”) was signed into law.  The Actintroduced a prescription drug benefit under Medicare (MedicarePart D) and a federal subsidy to sponsors of retirement health careplans that provide a benefit that is at least actuariallyequivalent to Medicare Part D. In accordance with FASB StaffPosition 106-1, the Company has elected to defer recognizing theeffects of the Act on the accounting for its retirement health careplans because specific authoritative guidance on the accounting forthe Act’s provisions is pending. Once issued, this guidancecould require the Company to change previously reported financialinformation.

2)  Discontinued Operations and Assets Held for Sale

In the first quarterof fiscal year 2003, the Company announced its intent to sell itsbusiness in Brazil, a reporting unit included in the HouseholdProducts – Latin America/Other segment.  This decisionwas due to the deteriorating economic and market conditions and theCompany’s lack of scale in the region.  The Companycontinues to actively market the remaining net assets of the Brazilbusiness, which has been classified as a discontinuedoperation.

The following tablepresents the earnings (losses) from discontinued operations, whichare classified separately in the condensed consolidated statementsof earnings.
|                                                           |                                                                     | Three MonthsEnded |                                                                     | Six MonthsEnded |
|-----------------------------------------------------------|---------------------------------------------------------------------|-------------------|---------------------------------------------------------------------|-----------------|
|                                                           |                                                                     |                   |                                                                     |                 |
|                                                           |                                                                     | 12/31/20033       |                                                                     | 12/31/2002      |  | 12/31/2003 |  | 12/31/2002 |
|                                                           |                                                                     |                   |                                                                     |                 |  |  |  |  |
| Net sales                                                 | $-                                                                  |                   | $8                                                                  |                 | $- |  | $15 |
|                                                           |                                                                     |                   |                                                                     |                 |  |  |  |  |
|                                                           |                                                                     |                   |                                                                     |                 |  |  |  |  |
| Earnings (losses) from discontinuedoperations             |                        |                   |                                                                     |                 |         |  |  |
|                                                           |   before incometaxes                                           | ($3)              |                                                                     | $1              |  | ($5) |  | $1 |
| Asset impairment charges                                  |            - |                   |            - |                 | -        |  | (19) |
| Income tax benefits                                       | 1                                                                   |                   | 1                                                                   |                 | 2 |  | 7 |
|                                                           |                                                                     |                   |                                                                     |                 |  |  |  |  |
| Earnings (losses) from discontinuedoperations, net of tax | ($2)                                                                |                   | $2                                                                  |                 | ($3) |  | ($11) |
|                                                           |                                                                     |                   |                                                                     |                 |  |  |  |  |

Assets held for sale,including those related to the discontinued Brazilian operation,are as follows:
|                                            |                          | 12/31/2003                                   |                      | 6/30/2003                        |
|--------------------------------------------|--------------------------|----------------------------------------------|----------------------|----------------------------------|
|                                            |                          |                                              |                      |                                  |
| Brazil                                     | $3                       |                                              |    $5 |
| Other assets including formermanufacturing |                          |                                              |                      |
|                                            | facilities held for sale |         6 |                      |       1 |
|                                            |                          |                                              |                      |                                  |
| Assets held for sale                       | $9                       |                                              |   $6       |
|                                            |                          |                                              |                      |                                  |

----

PART I - FINANCIALINFORMATION (Continued)

Item 1. Financial Statements (Unaudited)

The CloroxCompany

Notes to CondensedConsolidated Financial Statements

(In millions, exceptshare and per-share amounts)

3)   FinancialInstruments

The Company utilizes derivativeinstruments, principally swap, forward and option contracts, toenhance its ability to manage the risks associated withfluctuations in interest rates, foreign currencies and commodityprices, which exist as part of its ongoing businessoperations.  These contracts are economic hedges fortransactions and balances for periods consistent with the relatedexposures and do not constitute investments independent of theseexposures.

At December 31, 2003, and June 30,2003, the Company’s derivative financial instruments arerecorded at fair value in the condensed consolidated balance sheetsas assets (liabilities) as follows:
|                     |                           | 12/31/2003 |                      | 6/30/2003 |
|---------------------|---------------------------|------------|----------------------|-----------|
|                     |                           |            |                      |           |
| Current assets      |                           |            |                      |           |  |
|                     | Commodity contracts       |            | $1    |           |  | $ - |
|                     | Foreign exchangecontracts |            | -                    |           |  |       1 |
|                     |                           |            |                      |           |  |  |
| Other assets        |                           |            |                      |           |  |
|                     | Commodity contracts       |            | 2                    |           |  | 2 |
|                     | Interest rate swaps       |            | -                    |           |  | 39 |
|                     |                           |            |                      |           |  |  |
| Current liabilities |                           |            |                      |           |  |
|                     | Foreign exchangecontracts |            | (1)                  |           |  | - |
|                     | Interest rate swaps       |            | -                    |           |  | 2 |

The estimated notional and fairvalue amounts of the Company’s derivative instruments aresummarized below:
|                           |                                                                                                                                                   |  | 12/31/2003                                                            |  | 6/30/2003                                      |
|---------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------|--|-----------------------------------------------------------------------|--|------------------------------------------------|
|                           |                                                                                                                                                   |  |                                                                       |  |                                                |
|                           |                                                                                                                                                   |  | Notional                                                              |  | Fair Value                                     |  | Notional |  | Fair Value |
|                           |                                                                                                                                                   |  |                                                                       |  |                                                |  |  |  |  |
|                           |                                                                                                                                                   |  |                                                                       |  |                                                |  |  |
| Commodity contracts       | $95                                                                                                                                               |  | $2                                                                    |  | $125                                           |  | $2 |
| Foreign exchangecontracts |            37                                 |  |            (1) |  |         259 |  |            - |
| Debt-related contracts    |              -            |  |   -                                                         |  |         400 |  |          41 |

Exposure to counterparty credit riskis considered low because these agreements have been entered intowith major institutions with strong credit ratings who are expectedto fully perform under the terms of the agreements.

4)  Inventories

Inventories at December 31, 2003,and June 30, 2003 consisted of:
|                            | 12/31/2003 |  | 6/30/2003                                                     |
|----------------------------|------------|--|---------------------------------------------------------------|
|                            |            |  |                                                               |
| Finished goods             | $222       |  | $179                                                          |
| Work in process            | 22         |  |           9 |
| Raw materials andpackaging | 74         |  |         87            |
| LIFO allowances            | (9)        |  |          (8)     |
| Allowance forobsolescence  | (4)        |  |      (3)                                  |
|                            |            |  |                                                               |
| Total                      | $305       |  | $264                                                          |
|                            |            |  |                                                               |

----

PART I - FINANCIALINFORMATION (Continued)

Item 1. Financial Statements (Unaudited)

The CloroxCompany

Notes to CondensedConsolidated Financial Statements

(In millions, exceptshare and per-share amounts)

5)   OtherAssets

Other assets at December 31, 2003,and June 30, 2003 consisted of:
|                                              |                              | 12/31/2003 |                                                          | 6/30/2003                                                |
|----------------------------------------------|------------------------------|------------|----------------------------------------------------------|----------------------------------------------------------|
|                                              |                              |            |                                                          |                                                          |
| Equity investments in:                       |                              |            |                                                          |
|                                              | Henkel Iberica, S.A. ofSpain | $61        |                                                          | $56                                                      |
|                                              | Other entities               | 38         |                                                          |          39 |
| Investment in low income housingpartnerships | 49                           |            |          46 |
| Derivative contracts                         | 2                            |            |          41 |
| Investment fund                              | 13                           |            |          14 |
| Retirement plan assets                       | 36                           |            |          22 |
| Other                                        | 31                           |            |          30 |
|                                              |                              |            |                                                          |                                                          |
| Total                                        | $230                         |            | $248                                                     |
|                                              |                              |            |                                                          |

The Company is a 99% limited partnerin an investment fund which is accounted for on the equity basis.The Company invested in the fund as a hedging strategy to manage aportion of its emerging markets foreign exchange and economicinvestment risk. The general partner, an unrelated party, managesthe investment fund. Certain assets in the investment fund carry atax basis significantly in excess of book basis. The Company doesnot control the investment decisions of the fund, and therefore theamounts and timing of any realization of such tax basis differencesare uncertain. The Company’s risk of loss from the fund islimited to the amount of its investment and it has no ongoingcapital commitments, loan requirements, guarantees or any othertypes of arrangements with the fund or its general partner thatwould require any future cash contributions or disbursements to thefund.

6)   Net Earnings perCommon Share (“EPS”)

Basic EPS is computed by dividingnet earnings by the weighted average number of common sharesoutstanding each period on an unrounded basis.  Diluted EPS iscomputed by dividing net earnings by the diluted weighted averagenumber of common shares outstanding during each period on anunrounded basis.  Diluted EPS reflects the potential dilutionthat could occur from common shares that may be issued throughstock options, restricted stock, performance units and othersecurities.  The weighted average number of common sharesoutstanding (denominator) used to calculate both basic and dilutedEPS is as follows:
|                         |  |         | Weighted AverageNumber of               |
|-------------------------|--|---------|-----------------------------------------|
|                         |  |         | Common SharesOutstanding (in thousands) |
|                         |  |         |                                         |
|                         |  |         | Three MonthsEnded                       |  | Six MonthsEnded |
|                         |  |         |                                         |  |  |
|                         |  |         | 12/31/2003                              |  | 12/31/2002 |  | 12/31/2003 |  | 12/31/2002 |
|                         |  |         |                                         |  |  |  |  |  |  |
| Basic                   |  | 210,500 |                                         | 218,334 |  | 211,577 |  | 220,108 |
| Stock options and other |  | 2,459   |                                         | 2,448 |  | 2,347 |  | 2,389 |
|                         |  |         |                                         |  |  |  |  |  |  |
| Diluted                 |  | 212,959 |                                         | 220,782 |  | 213,924 |  | 222,497 |
|                         |  |         |                                         |  |  |  |  |  |  |

----

PART I - FINANCIALINFORMATION (Continued)

Item 1. Financial Statements (Unaudited)

The CloroxCompany

Notes to CondensedConsolidated Financial Statements

(In millions, exceptshare and per-share amounts)

6)   Net Earnings perCommon Share (“EPS”) (Continued)

Stock options topurchase 837,872 and 1,037,789 shares of common stock for thethree-month periods ended December 31, 2003 and 2002, respectively,and 860,705 and 1,483,459 shares of common stock for the six-monthperiods ended December 31, 2003 and 2002, respectively, were notincluded in the computation of diluted EPS because the exerciseprice of the stock options was greater than the average marketprice of the common shares and therefore the effect would beantidilutive.

7)   ComprehensiveIncome

Comprehensive income for the Companyincludes net earnings, foreign currency translation adjustments andnet changes in the valuation of cash flow hedges that are excludedfrom net earnings but included as a separate component ofstockholders' equity.  Comprehensive income for thethree-month and six-month periods ended December 31, 2003 and 2002,is as follows:
|                                   |                                         |      | Three MonthsEnded |      | Six MonthsEnded |
|-----------------------------------|-----------------------------------------|------|-------------------|------|-----------------|
|                                   |                                         |      |                   |      |                 |
|                                   |                                         |      | 12/31/2003        |      | 12/31/2002      |  | 12/31/2003 |  | 12/31/2002 |
|                                   |                                         |      |                   |      |                 |  |  |  |  |
| Net earnings                      | $109                                    |      | $ 89              |      | $238            |  | $234 |
| Other comprehensive income(loss): |                                         |      |                   |      |                 |  |  |
|                                   | Foreign currency translationadjustments | 26   |                   | 48   |                 | 22 |  | 21 |
|                                   | Net derivative loss                     | (1)  |                   | -    |                 | (2) |  | (3) |
|                                   |                                         |      |                   |      |                 |  |  |  |  |
|                                   | Total comprehensiveincome               | $134 |                   | $137 |                 | $258 |  | $252 |
|                                   |                                         |      |                   |      |                 |  |  |  |

8)   Goodwill, Trademarksand Other Intangible Assets

In accordance with SFAS No. 142,“Goodwill and Other Intangible Assets,” theCompany’s policy is to separately identify, value anddetermine the useful lives for all intangible assets acquired.Those assets with a definite life are amortized over such periods,and those with indefinite lives are not amortized, but tested forimpairment. The annual impairment tests are performed in the thirdquarter of each fiscal year unless events suggest an impairment mayhave occurred in the interim. No impairment charges were recordedfor the quarter ended December 31, 2003.

Changes in the carrying amount ofgoodwill for the six-month period ended December 31, 2003, byoperating segment, are as follows:
|                                         | NetBalance |  |              |  | Translation |  | NetBalance |
|-----------------------------------------|------------|--|--------------|--|-------------|--|------------|
|                                         | 6/30/2003  |  | Acquisitions |  | Adjustments |  | 12/31/2003 |
|                                         |            |  |              |  |             |  |            |
|                                         |            |  |              |  |             |  |            |
| Household Products – NorthAmerica | $125       |  | $1           |  | $2          |  | $128       |
| Specialty Products                      | 381        |  | -            |  | -           |  | 381        |
| Household Products - LatinAmerica/Other | 155        |  | 6            |  | 13          |  | 174        |
| Corporate, Interest andOther            | 69         |  | -            |  | -           |  | 69         |
|                                         |            |  |              |  |             |  |            |
| Total Company                           | $730       |  | $7           |  | $15         |  | $752       |
|                                         |            |  |              |  |             |  |            |

----

PART I- FINANCIAL INFORMATION (Continued)

Item1.  Financial Statements (Unaudited)

TheClorox Company

Notes to Condensed Consolidated FinancialStatements

(Inmillions, except share and per-share amounts)

8)   Goodwill, Trademarksand Other Intangible Assets (Continued)

Changes in trademarks and otherintangible assets at December 31, 2003, are summarized below.Trademarks and other intangible assets subject to amortization arenet of accumulated amortization of $146 and $137 at December 31,2003, and June 30, 2003, respectively.  Estimated amortizationexpense is $11 for each of the fiscal years 2005, 2006, 2007, 2008and 2009.
|                                       |                               |            | Net       |  |              |  | Translation  |  |              |  | Net                   |
|---------------------------------------|-------------------------------|------------|-----------|--|--------------|--|--------------|--|--------------|--|-----------------------|
|                                       |                               |            | Balance   |  |              |  | Adjustments/ |  |              |  | Balance               |
|                                       |                               |            | 6/30/2003 |  | Acquisitions |  | Other        |  | Amortization |  | 12/31/2003            |
|                                       |                               |            |           |  |              |  |              |  |              |  |                       |
| Trademarks and otherintangible        |                               |            |           |  |              |  |              |  |              |
|                                       | assets subject toamortization |            |           |  |              |  |              |  |              |  |
|                                       |                               | Patents    | $3        |  | $ -     |  | $-           |  | ($3)         |  | $    - |
|                                       |                               | Technology | 105       |  | -            |  | -            |  | (5)          |  | 100                   |
|                                       |                               | Other      | 28        |  | -            |  | (3)          |  | (1)          |  | 24                    |
|                                       |                               |            |           |  |              |  |              |  |              |  |                       |
|                                       |                               | Subtotal   | 136       |  | -            |  | (3)          |  | (9)          |  | 124                   |
|                                       |                               |            |           |  |              |  |              |  |              |  |                       |
| Trademarks not subject toamortization | 515                           |            | 2         |  | 2            |  | -            |  | 519          |
|                                       |                               |            |           |  |              |  |              |  |              |  |                       |
| Total                                 | $651                          |            | $2        |  | ($1)         |  | ($9)         |  | $643         |
|                                       |                               |            |           |  |              |  |              |  |              |  |

9)   Stock OptionPlans

The Company’s stock optionplans provide for the granting of stock options to officers, keyemployees and directors.  If compensation expense for theCompany’s various stock option plans had been determinedbased upon fair values at the grant dates for awards under thoseplans in accordance with Statement of Financial AccountingStandards No. 123, the Company’s pro-forma net earnings, andbasic and diluted EPS would have been as follows:
|               | Three MonthsEnded         |             | Six MonthsEnded |
|---------------|---------------------------|-------------|-----------------|
|               |                           |             |                 |
|               | 12/31/2003                |             | 12/31/2002      |  | 12/31/2003 |  | 12/31/2002 |
|               |                           |             |                 |  |  |  |  |
| Net earnings: |                           |             |                 |  |  |  |  |
|               | As reported               | $109        |                 | $89 |  | $238 |  | $234 |
|               | Fair value-based expense, |             |                 |  |  |  |  |  |
|               |                           | net of tax  | (4)             |  | (5) |  | (10) |  | (10) |
|               |                           |             |                 |  |  |  |  |  |  |
|               | Pro forma                 | $105        |                 | $84 |  | $228 |  | $224 |
|               |                           |             |                 |  |  |  |  |  |  |
| EPS:          |                           |             |                 |  |  |  |  |
|               | Basic                     |             |                 |  |  |  |  |  |
|               |                           | As reported | $0.52           |  | $0.41 |  | $1.13 |  | $1.06 |
|               |                           | Pro forma   | $0.50           |  | $0.38 |  | $1.08 |  | $1.02 |
|               |                           |             |                 |  |  |  |  |  |  |
|               | Diluted                   |             |                 |  |  |  |  |  |
|               |                           | As reported | $0.51           |  | $0.40 |  | $1.11 |  | $1.05 |
|               |                           | Pro forma   | $0.49           |  | $0.38 |  | $1.07 |  | $1.01 |

----

PART I- FINANCIAL INFORMATION (Continued)

Item1.  Financial Statements (Unaudited)

TheClorox Company

Notes to Condensed Consolidated FinancialStatements

(Inmillions, except share and per-share amounts)

10)  Guarantees

In conjunction with divestitures andother transactions, the Company may provide routineindemnifications relating to the enforceability of trademarks,retention of pre-existing legal, tax, environmental and employeeliabilities, as well as provisions for product returns and otheritems.  The Company has several indemnification agreements ineffect through fiscal year 2006 that specify a maximum possibleindemnification exposure.  The Company’s aggregateexposure from these agreements is $22, however, based on historicalexperience and evaluation of the specific agreements, the Companydoes not believe that any significant payments willresult. 

11)  EnvironmentalMatters

The Company is involved in certainenvironmental matters, including Superfund and other responseactions at various locations. The potential cost to the Companyrelated to ongoing environmental matters is uncertain due to theunknown magnitude of possible pollution and clean-up costs, thecomplexity and evolving nature of laws and regulations and theirinterpretations, and the timing, varying costs and effectiveness ofalternative clean-up technologies. The Company believes it isproperly accrued for its potential environmental costs, however noassurance can be given with respect to the ultimate outcome of suchmatters.

12)  Income Taxes

The Company’s effective taxrate is based on expected income, statutory tax rates and taxplanning opportunities available to the Company in the variousjurisdictions in which the Company operates.  Significantjudgment is required in determining the Company’s effectivetax rate and in evaluating its tax positions.  The Companyestablishes accruals for certain tax contingencies when, despitethe belief that the Company’s tax return positions are fullysupported, the Company believes that certain positions are likelyto be challenged and that the Company’s positions may not befully sustained.  The tax contingency accruals are adjusted inlight of changing facts and circumstances, such as the progress oftax audits, case law and emerging legislation.   TheCompany’s effective tax rate includes the impact of taxcontingency accruals and changes to the accruals, including relatedinterest, as considered appropriate by management.

A number of years may elapse beforea particular matter, for which the Company has accrued, is auditedand finally resolved.  The number of years with open taxaudits varies by jurisdiction.  In the United States, theInternal Revenue Service (“IRS”) is substantiallycomplete with the audits of fiscal years 1997 through 2000 and hasrecently begun auditing fiscal years 2001 and 2002.  While itis often difficult to predict the final outcome or the timing ofresolution of any particular tax matter, the Company believes itstax contingency accruals are adequate to address known taxcontingencies.  Favorable resolution of such contingenciescould be recognized as a reduction to the Company’s effectivetax rate in the year of resolution.  Unfavorable settlement ofany particular issue could impact the effective tax rate and mayrequire the use of cash in the year of resolution.  TheCompany’s tax contingency accruals are presented in thebalance sheet within accrued liabilities.

In conjunction with its audit of theCompany’s 1997 through 2000 tax returns, the IRS is auditingthe tax returns of the Investment Fund, a partnership in which theCompany is a limited partner.  Based on its audit of theInvestment Fund, the IRS has proposed certain adjustments toreattribute taxable income generated by the partnership to theCompany.  The amount of tax potentially resulting from theseproposed adjustments, excluding interest and possible penalties, isapproximately $200.

The Company strongly disagrees withthe proposed adjustments and intends to vigorously defend itsposition.  The Company believes it has appropriately accruedfor an unfavorable outcome of the dispute and does not currentlyanticipate that the outcome will have a material effect on itseffective tax rate or earnings.  Assuming the disputeresolution process follows a normal course, final resolution of thematter and the impact, if any, on the cash flows of the Companywill probably occur within two years.

----

PART I- FINANCIAL INFORMATION (Continued)

Item1.  Financial Statements (Unaudited)

TheClorox Company

Notes to Condensed Consolidated FinancialStatements

(Inmillions, except share and per-share amounts)

13)  SegmentResults

Information regardingthe Company's operating segments is shown below. Each segment isindividually managed with separate operating results that arereviewed regularly by the chief operating decision makers. The operating segments include:

Household Products– North America:  Includes cleaning, bleach, waterfiltration products, and the food storage and disposal categoriesmarketed in the United States and all products marketed inCanada.

Specialty Products:Includes charcoal, the United States and European automotive carebusinesses, cat litter, insecticides, food products andprofessional products.

Household Products– Latin America/Other:  Includes operations outside theUnited States and Canada, excluding the European automotive carebusinesses.

The table belowrepresents operating segment information. 
|                                         | Net Sales         |
|-----------------------------------------|-------------------|
|                                         |                   |
|                                         | Three MonthsEnded |  | Six MonthsEnded |
|                                         |                   |  |  |
|                                         | 12/31/2003        |  | 12/31/2002 |  | 12/31/2003 |  | 12/31/2002 |
|                                         |                   |  |  |  |  |  |  |
| Household Products – NorthAmerica | $549              |  | $545 |  | $1,151 |  | $1,172 |
| Specialty Products                      | 265               |  | 265 |  | 583 |  | 572 |
| Household Products - LatinAmerica/Other | 133               |  | 116 |  | 261 |  | 229 |
|                                         |                   |  |  |  |  |  |  |
| Total Company                           | $947              |  | $926 |  | $1,995 |  | $1,973 |
|                                         |                   |  |  |  |  |  |  |
|                                         | Earnings (Losses)from Continuing Operations |
|-----------------------------------------|---------------------------------------------|
|                                         | Before IncomeTaxes                          |
|                                         |                                             |
|                                         | Three MonthsEnded                           |  | Six MonthsEnded |
|                                         |                                             |  |  |
|                                         | 12/31/2003                                  |  | 12/31/2002 |  | 12/31/2003 |  | 12/31/2002 |
|                                         |                                             |  |  |  |  |  |  |
| Household Products – NorthAmerica | $146                                        |  | $149 |  | $302 |  | $356 |
| Specialty Products                      | 89                                          |  | 101 |  | 197 |  | 215 |
| Household Products - LatinAmerica/Other | 33                                          |  | (9) |  | 64 |  | 7 |
| Corporate, Interest andOther            | (98)                                        |  | (99) |  | (192) |  | (191) |
|                                         |                                             |  |  |  |  |  |  |
| Total Company                           | $170                                        |  | $142 |  | $371 |  | $387 |
|                                         |                                             |  |  |  |  |  |  |

Net sales to the Company’slargest customer, Wal-Mart Stores, Inc., and its affiliates, were26% and 24% of consolidated net sales for the three-month periodsended December 31, 2003 and 2002, respectively, and were 25% and24% of consolidated net sales for the six-month periods endedDecember 31, 2003 and 2002, respectively.

----

PART I- FINANCIAL INFORMATION (Continued)

Item1.  Financial Statements (Unaudited)

TheClorox Company

Notes to Condensed Consolidated FinancialStatements

14)  RelatedParty Transactions

The Company and Henkel KGaA areparties to a June 1981 letter agreement (as amended in July 1986and March 1987, the “Letter Agreement”), relating toownership by Henkel KGaA of the Company’s common stock andrepresentation on the Company’s board of directors. Under theLetter Agreement, Henkel KGaA’s maximum permitted ownershipof the Company’s common stock, without consultation with theCompany, is limited to 30 percent.

In July, 2003, the Company enteredinto an agreement with HC Investments Inc. (“HCI”), anindirect wholly-owned U.S. subsidiary of Henkel KGaA, thatauthorizes the Company to repurchase up to $255 million in sharesof its common stock from HCI during fiscal years 2004 and 2005.This agreement allows the Company to continue its board-authorizedshare repurchase program while maintaining HCI’s ownershippercentage in the Company at approximately its current level. In December, 2003, the Company purchased 1.5 million shares of itscommon stock from HCI at a cash price of $65 million under theagreement.  As of December 31, 2003, HCI owned 29.2% of theCompany’s outstanding common stock.  In December, 2003,Henkel KGaA announced that it may sell some or all of its stake inthe Company to finance its acquisition of The DialCorporation.

----

PART I- FINANCIAL INFORMATION (Continued)

Item 2.Management’s Discussion and Analysis of

Resultsof Operations and Financial Condition

TheClorox Company

Comparison of the Three-Month and Six-Month Periods EndedDecember 31, 2003

With theThree-Month and Six Month Periods Ended December 31,2002

***Diluted net earnings percommon share*** increased by $0.11 and $0.06 for thethree and six-month periods ended December 31, 2003, respectively(“the current periods”), as compared to the three andsix-month periods ended December 31, 2002 (“the priorperiods”).  These increases were driven primarily byhigher current-year net sales, lower current-year advertisingexpenses, a $30 million goodwill impairment charge recorded in theprior year and the effect of share repurchases, offset by highercost of products sold in the current year.

***Net sales***increased by 2% and 1%, and volume increased by 4% and 3% for thecurrent periods, respectively, as compared to the priorperiods.  Volume growth was driven by new products,particularly in the *Household Products – North America*segment.  Volume growth was also attributable to increasedshipments of *Clorox* liquid bleach, *Glad* trash bags,food products, cat litter, charcoal and other products.The variance between volume and sales growth wasattributable to the current year effects of increased tradepromotion spending and an unfavorable product mix, partially offsetby the impact of favorable foreign exchange rates and priceincreases.

The *Household Products –North America* segment reported a net sales increase of 1%, anda net sales decrease of 2% for the current periods, respectively,as compared to the prior periods, and reported volume increases of5% and 3% for the current periods, respectively, as compared to theprior periods. The segment’s volume growth was drivenby****increased shipments of various products, including*Glad* trash bags, *Clorox* disinfecting wipes and*Clorox* liquid bleach. Volume growth was also driven by newproducts, including *CloroxBleach Pen* gel, *Clorox*bathroom cleaners with *Teflon* and *Glad Press ’nSeal* sealable plastic wrap. Partially offsetting these volumeincreases were decreased shipments of *Clorox**ReadyMop*and other products due to competitive activity.The variance between volume and sales growth wasattributable to the current year effects of increased tradepromotion spending and an unfavorable product mix, partially offsetby favorable movements in the Canadian Dollar.

The *Specialty Products*segment reported net sales increases of nil and 2%, and volumeincreases of 4% and 4% for the current periods, respectively, ascompared to the prior periods.  The segment’s volumegrowth was driven by increased shipments of various products,including *Hidden Valley* bottled salad dressings, *K CMasterpiece* barbecue sauces, *Kingsford* and *MatchLight* charcoal, and cat litter. The variance between volume andsales growth was attributable to increased trade promotion spendingand an unfavorable product mix in the current periods.

The *Household Products- LatinAmerica/Other* segment reported net sales increases of 15% and14%, and volume increases of 5% and 4% for the current periods,respectively, as compared to the prior periods. The segment’svolume growth was primarily driven by increased shipments inVenezuela and Argentina due to improving economic conditions. Thevariance between volume and sales growth was attributable tofavorable foreign-exchange rates and price increases in the currentyear periods.

***Cost of productssold*** as a percentage of net sales increased by 3percentage points and 4 percentage points for the current periods,respectively, as compared to the prior periods.  Theseincreases were driven primarily by higher resin and otherraw-material costs, increased contract manufacturing costs for*Match Light* charcoal, increased logistics costs and start-upcosts for new products.  These factors were partially offsetby the impact of cost-savings initiatives.

****

***Selling and administrativeexpenses*** remained relatively level for the currentperiods as compared to the prior periods.  The nominalincrease for the six-month period ended December 31, 2003, ascompared to the six-month period ended December 31, 2002, wasdriven primarily by higher expenses related to the Company’ssystem projects.****

****

***Advertisingcosts*** decreased by 15% and 9% for the currentperiods, respectively, as compared to the prior periods. These decreases reflect a shift in spending from advertising totrade promotion in the current periods to support new productintroductions**.**

***Restructuring and assetimpairment costs*** of $33 million for the six-monthperiod ended December 31, 2002, are due primarily to a $30 milliongoodwill impairment charge related to the Company’ssubsidiary in Argentina.

----

PART I- FINANCIAL INFORMATION (Continued)

Item 2.Management’s Discussion and Analysis of

Resultsof Operations and Financial Condition

TheClorox Company

Comparison of the Three-Month and Six-Month Periods EndedDecember 31, 2003

With theThree-Month and Six Month Periods Ended December 31,2002

***Other (income) expense,net*** for the three and six-month periods endedDecember 31, 2003, was ($2) million and $1 million, respectively.The primary items recorded in the three-month period ended December31, 2003, were a $6 million credit from the favorable resolution ofa litigation matter offset by a $7 million charge related toenvironmental matters. For the six-month period ended December 31,2003, these net amounts were offset by smaller items.

Other (income) expense, net for thethree and six-month periods ended December 31, 2002 was ($3)million and $3 million, respectively. The primary item recorded inthe three-month period ended December 31, 2002 was a $4 milliongain on the sale of a property related to an eminent domainproceeding. For the six-month period ended December 31, 2002, the$4 million gain was offset by recorded losses of $5 million on thedisposal of land, equipment and other assets, as well as othersmaller items.

***The effective tax rate oncontinuing operations*** was 34.6% for the three-monthperiod ended December 31, 2003, as compared to 39.1% for thethree-month period ended December 31, 2002.  The higher ratein the prior year was principally due to the inability to receivetax benefits on Argentina impairment charges.

***Earnings (losses) fromdiscontinued operations, net oftax****,*****were ($2) million and ($3) millionfor the three and six-month periods ended December 31, 2003 ascompared to $2 million and ($11) million for the three andsix-month periods ended December 31, 2002.  The Company iscurrently in the process of selling and liquidating its businessesin Brazil and recorded pre-tax impairment charges of $19 millionduring the six-month period ended December 31, 2002.  Theremaining amounts for each period represent the operating income(loss) for the Brazil discontinued operation.

Financial Condition, Liquidity andCapital Resources

The Company’s financialcondition and liquidity remain strong as of December 31,2003.  Net cash provided by operations was $328 million forthe six-month period ended December 31, 2003, down from $403million in the year-ago-period.  The decrease in operatingcash flows was principally due to a $37 million pensioncontribution made in the first quarter of fiscal year 2004 andother working capital changes.

***WorkingCapital***

The $118 million decrease inreceivables was driven primarily by a $107 million decreaseattributable to the seasonal nature of the charcoal, insecticides,food and auto businesses, which typically have peak tradereceivables in the fourth fiscal quarter.  The $41 millionincrease in inventories was due primarily to seasonal build-up ofcharcoal inventory.

The $93 million increase inshort-term borrowings was due primarily to net commercial paperborrowings of $299 million, a $200 million payoff due to thematurity of preferred interest transferable securities and othermaturities.  The $98 million decrease in payable and accruedliability balances was attributable primarily to $62 million ofprofit sharing and incentive compensation payments, and a $36million decrease in the Specialty Products segment driven byseasonality and the timing of payments. 

***StockRepurchases***

******

During the six-month period endedDecember 31, 2003, the Company acquired 5 million shares of itscommon stock at a total cost of $220 million.  Of theseamounts, 1.5 million shares were acquired from Henkel KGaA, arelated party, at a total cost of $65 million as discussed in Note14 in the Notes to Condensed Consolidated FinancialStatements.  These repurchases relate to the $1.7 billionboard-authorized repurchase program, bringing the total number ofshares repurchased under the program to approximately 22 million attotal cost of $932 million.

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PART I- FINANCIAL INFORMATION (Continued)

Item 2.Management’s Discussion and Analysis of

Resultsof Operations and Financial Condition

TheClorox Company

Financial Condition, Liquidity and Capital Resources(Continued)

***CapitalExpenditures***

******

Capital expenditures were $83million and $92 million for the six-month periods ended December31, 2003 and 2002, respectively, and included $26 million and $52million, respectively, for the Company’s enterprise resourceplanning and customer relationship management data processingsystems.  The Company is implementing these informationsystems over a three-year period, with total implementation costsestimated to be approximately $310 million.  Totalinception-to-date expenditures for these systems through December31, 2003, were $265 million, of which $224 million has beencapitalized as property, plant and equipment, and $41 million hasbeen recorded as selling and administrative expense. Expenditures for the six-month period ended December 31, 2003,totaled $29 million, of which $26 million has been capitalized and$3 million expensed.  During the second quarter, the Companyplaced $55 million of assets with estimated useful lives rangingfrom three to seven years into service, resulting in additionalamortization expense of $1 million.

The Company expects to achieveapproximately $125 million in one-time working capital reductionsand approximately $80 million of annual ongoing savings from theinformation systems.  Some of the working capital reductionsand ongoing cost savings have been realized, with further savingsexpected when the systems are fully implemented.

***CreditArrangements***

******

During the six-month periods endedDecember 31, 2003 and 2002, cash flow from continuing operationsand short-term borrowings exceeded cash requirements to fundcapital expenditures, dividends and scheduled debt service and wasused to repurchase shares of the Company’s outstanding commonstock. The Company believes that cash flow from operations,supplemented by financing expected to be available from externalsources, will provide sufficient liquidity during the next 12months.

At December 31, 2003, the Companyhad domestic credit agreements with available credit lines totaling$750 million, which expire on various dates through March2007.  At December 31, 2003, and June 30, 2003, there were noborrowings under these agreements, which are available for generalcorporate purposes and to support additional commercial paperissuance.  In addition, the Company had $12 million of foreignworking capital credit lines and overdraft facilities at December31, 2003, of which $5 million is available for borrowing.  TheCompany is in compliance with all restrictive covenants andlimitations as of December 31, 2003, and does not anticipate anyproblems in securing future credit agreements.

Management believes the Company hasaccess to sufficient capital through internally-generated cashflows, existing lines of credit and, should the need arise, otherpublic and private sources.

***IncomeTaxes***

In conjunction with its audit of theCompany’s 1997 through 2000 tax returns, the IRS is auditingthe tax returns of the Investment Fund, a partnership in which theCompany is a limited partner.  Based on its audit of theInvestment Fund, the IRS has proposed certain adjustments toreattribute taxable income generated by the partnership to theCompany.  The amount of tax potentially resulting from theseproposed adjustments, excluding interest and possible penalties, isapproximately $200 million.

The Company strongly disagrees withthe proposed adjustments and intends to vigorously defend itsposition.  The Company believes it has appropriately accruedfor an unfavorable outcome of the dispute and does not currentlyanticipate that the outcome will have a material effect on itseffective tax rate or earnings.  Assuming the disputeresolution process follows a normal course, final resolution of thematter and the impact, if any, on the cash flows of the Companywill probably occur within two years.

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PART I- FINANCIAL INFORMATION (Continued)

Item 2.Management’s Discussion and Analysis of

Resultsof Operations and Financial Condition

TheClorox Company

Cautionary Statement

Except for historical information,matters discussed above and in the financial statements andfootnotes, including statements about future volume, sales andearnings growth, profitability, costs, cost savings orexpectations, are forward-looking statements based on management'sestimates, assumptions and projections.  These forward-lookingstatements are subject to risks and uncertainties, and actualresults could differ materially from those discussed above and inthe financial statements and footnotes.  Important factorsthat could cause results to differ materially from management'sexpectations are described in the section entitled "Forward-LookingStatements and Risk Factors" and “Management’sDiscussion and Analysis of Financial Condition and Results ofOperations” in the Company’s Form 10-K for the yearended June 30, 2003, as updated from time to time in the Company'sSEC filings.  Those factors include, but are not limited to,general economic and marketplace conditions and events,competitors’ actions, the Company's costs, the effects oncash flow of tax payments, the success of information systemsdesign and implementation, the ability to manage and realize thebenefits of joint ventures and other cooperative relationships,risks inherent in litigation and international operations, thesuccess of new products, the integration of acquisitions, andenvironmental, regulatory and intellectual propertymatters.

Item 3. Quantitative and Qualitative Disclosure About MarketRisk

There have not been any materialchanges in market risk during the three-month and six-month periodsended December 31, 2003.  However, the HouseholdProducts-Latin America/Other segment continues to be affected byweakened economic, social, and political conditions in certaincountries in South America where it does business.  Foradditional information, refer to the Company’s Annual Reporton Form 10-K for the fiscal year ended June 30, 2003.

Item 4. Controls andProcedures

The Company maintains disclosurecontrols and procedures designed to ensure that informationrequired to be disclosed in reports filed under the SecuritiesExchange Act of 1934, as amended, is recorded, processed,summarized and reported within the specified time periods. The chief executive officer and chief financial officer of theCompany, with the participation of the Company's management, haveevaluated the effectiveness of the Company's disclosure controlsand procedures as of December 31, 2003 and, based on thatevaluation, which disclosed no significant deficiencies or materialweaknesses, have concluded that such disclosure controls andprocedures are effective.  During the second quarter of fiscalyear 2004, there have not been any significant changes in theCompany's internal controls over financial reporting or in otherfactors that could significantly affect internal controls overfinancial reporting, except that as part of the Company’simplementation of enterprise resource planning and customerrelationship management data processing systems, the Company isimplementing the SAP system for certain U.S. manufacturingoperations. This implementation, which is resulting in new internalcontrol procedures in selected processing areas, is scheduled tocontinue through the fourth quarter of fiscal year 2004, and isdiscussed further under Item 2, “Management’sDiscussion and Analysis of Results of Operations and FinancialCondition,” under the heading “CapitalExpenditures.”

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PART II– OTHER INFORMATION

Item4.  Submission of Matters to a Vote of SecurityHolders

TheClorox Company

At the Company’s 2003 AnnualMeeting of Shareholders held on November 19, 2003, the followingactions were taken:

The following Directors were electedto hold office until the next annual election ofdirectors:
|                 | FOR     | WITHHOLD  |
|----------------------|-----------------------------|-----------|
| DAN BOGGAN,JR.       | 190,046,015                 | 1,731,103 |
| TULLY M.FRIEDMAN     | 190,047,881                 | 1,729,236 |
| CHRISTOPHHENKEL      | 189,127,232                 | 2,649,885 |
| WILLIAM R.JOHNSON    | 188,088,864                 | 3,688,254 |
| GERALD E.JOHNSTON    | 190,100,489                 | 1,676,628 |
| ROBERT W.MATSCHULLAT | 188,039,227                 | 3,737,891 |
| GARY G.MICHAEL       | 188,000,951                 | 3,776,166 |
| KLAUSMORWIND         | 190,085,974                 | 1,691,143 |
| JAN L.MURLEY         | 190,062,236                 | 1,714,881 |
| LARY R.SCOTT         | 188,023,980                 | 3,753,138 |
| MICHAEL E.SHANNON    | 189,944,379                 | 1,832,739 |
| G. CRAIGSULLIVAN     | 190,066,941                 | 1,710,176 |

Pursuant to the terms of the Noticeof Annual Meeting and Proxy Statement, proxies received were voted,unless authority was withheld, in favor of the election of thenominees named.

A proposal by the Board of Directorstoapprove the Independent Directors Stock-BasedCompensation Plan was approved by the shareholders.  Theshareholders cast 161,639,465 votes in favor of this proposal and5,529,281 votes against.  There were 1,657,627 abstentions and22,950,744 broker non-votes. 

A proposal to ratifythe appointment of Ernst & Young LLP as independent auditorsfor the fiscal year ending June 30, 2004, was approved by theshareholders.  The shareholders cast 185,524,603 votes infavor of this proposal and 5,153,007 votes against. There were1,099,507 abstentions.

Item 6.Exhibits and Reports on Form 8-K

(a)       Exhibits

(31-1)   Certification by the Chief Executive Officer of The Clorox CompanyPursuant to Section 302 of the Sarbanes-Oxley Act of 2002, attachedhereto as Exhibit 31-1

(31-2)   Certification by the Chief Financial Officer of The Clorox CompanyPursuant to Section 302 of the Sarbanes-Oxley Act of 2002, attachedhereto as Exhibit 31-2

(32)       Certification bythe Chief Executive Officer and Chief Financial Officer of TheClorox Company Pursuant to Section 906 of the Sarbanes-Oxley Act of2002, attached hereto as Exhibit 32.

(b)        Reports onForm 8-K

The Company filed acurrent report on Form 8-K containing information pursuant to Item12 ("Results of Operations and Financial Condition") on November 6,2003, relating to the issuance of an earnings release for thequarter ended September 30, 2003.

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S IG N A T U R E

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

                                                                             (Registrant)

DATE:  February10,2004                                       BY          /s/ Thomas D.Johnson

                                                                                         Thomas D. Johnson

                                                                                         Vice-President – Controller

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