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

**Washington, D.C. 20549**

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**FORM8-K**

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

Date ofReport (Date of Earliest Event Reported): December 7,2004

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

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

****

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

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

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

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

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

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

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

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

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

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ITEM 1.01 ENTRY INTO AMATERIAL DEFINITIVE AGREEMENT

On December 7, 2004, TheClorox Company (the “Company”) entered into a$1,300,000,000 five year revolving credit agreement (the“Agreement”) with JPMorgan Chase Bank, N.A. andCiticorp USA, Inc., as Administrative Agents, Wachovia Bank, N.A.and Bank of America, N.A. as Syndication Agents, BNP Paribas, INGCapital LLC, Calyon New York Branch and The Bank ofTokyo-Mitsubishi, Ltd. Seattle Branch, as Documentation Agents andcertain banks, as lenders, listed in the Agreement.  CitigroupGlobal Markets Inc. and J.P. Morgan Securities Inc. acted as theJoint Lead Arrangers and Joint Bookrunners under theAgreement.  Citicorp USA, Inc. also acted as the ServicingAgent under the Agreement.  Amounts available under theAgreement are for general corporate purposes and to support theCompany’s issuance of commercial paper.

All of the principalsnamed above, directly or through affiliates, have pre-existingrelationships with the Company, including participation in theCompany’s revolving credit lines. Citicorp USA, Inc. and itsaffiliates (collectively, “Citicorp”) and JPMorganChase Bank, N.A. and its affiliates (collectively,“JPMorgan”), have acted as dealers in theCompany’s commercial paper programs, participated in priorcredit facilities, participated in share repurchase programs,participated in bond offerings and derivative transactions. Citicorp has also acted as a foreign exchange trader and providedinternational cash management services for the Company. JPMorgan has also provided commercial paper safekeeping servicesand provided investment banking advisory services to theCompany.  Wachovia Bank, N.A. (including its affiliates) hasprovided domestic cash management services, participated in priorcredit facilities and participated in derivative transactions forthe Company.  Bank of America, N.A. and its affiliates haveacted as a foreign exchange trader, participated in prior creditfacilities and bond offerings, acted as a dealer in theCompany’s commercial paper programs, participated in sharerepurchase programs and participated in derivative transactions forthe Company.  BNP Paribas (including its affiliates) hasparticipated in prior credit facilities and bond offerings,provided cash management services and acted as a foreign exchangetrader for the Company.  In addition, both Calyon New YorkBranch and The Bank of Tokyo-Mitsubishi, Ltd. Seattle Branch, andtheir respective affiliates, have participated in bondofferings. 

The Agreement provides theterms under which the signatories will lend funds to the Companyand contains customary representations, warranties andcovenants.  In addition, the Agreement contains a covenantthat the Company will not permit the ratio of (i) consolidated debt(as defined in the Agreement), determined at any date, to (ii)consolidated EBITDA (as defined in the Agreement) for the fourconsecutive fiscal quarters then ended on or most recently prior tosuch date, to be greater than (x) 3.25:1 for the period from theeffective date (as defined in the Agreement) through June 30, 2006and (y) 3.00:1 for the period from July 1, 2006 through thetermination date (as defined in the Agreement). 

Loans made under theAgreement will mature on December 7, 2009. The principal amount ofloans outstanding under the Agreement may not exceed $1,300,000,000and are in addition to commercial paper issued to finance a portionof the cost of the Company’s share exchange with Henkel KGaAand commercial paper and other borrowings issued in the ordinarycourse of the Company’s business as necessary to financeworking capital.

The Company has the optionto elect one of two methods for calculating the interest due onborrowings under the Agreement.  If the Company elects thebase rate (as defined in the Agreement), the Company’s rateper annum will be equal to the higher of (i) Citicorp’squoted base rate (as defined in the Agreement) and (ii) the sum ofone half of one percent plus the federal funds rate (as defined inthe Agreement) for the applicable day.  If the Company electsthe euro-dollar rate (as defined in the Agreement), theCompany’s rate per annum will be equal to LIBOR (as definedin the Agreement) plus an applicable margin under theAgreement.  The Agreement contains a mechanism whereby theCompany may elect to change the method of interest calculationunder certain circumstances. The Company does not expect to borrowunder the Agreement.

A copy of the Agreement isattached as Exhibit 10.1.

ITEM 2.03 CREATION OF ADIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCESHEET ARRANGEMENT

See Item 1.01.

ITEM 9.01  FINANCIALSTATEMENTS AND EXHIBITS

(c)       Exhibits
| ExhibitNumber | Title                                                                                                                                                                                                                                                                                                                                                                                                |
|---------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10-1          | $1,300,000,000 CreditAgreement, dated as of December 7, 2004 among The Clorox Company,the Banks listed therein, Citicorp USA, Inc. and JPMorgan ChaseBank, N.A., as Administrative Agents, Wachovia Bank, N.A. and Bankof America, N.A., as Syndication Agents, and BNP Paribas, INGCapital LLC, Calyon New York Branch and The Bank ofTokyo-Mitsubishi, Ltd. Seattle Branch as DocumentationAgents. |
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SIGNATURES

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

                                                                       THE CLOROX COMPANY

Date:  December 9,2004                                By: /s/ PETER D. BEWLEY

                                                                                   Peter D. Bewley

                                                                                   Senior Vice President –

                                                                                   General Counsel

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EXHIBITINDEX
| ExhibitNumber | Title                                                                                                                                                                                                                                                                                                                                                                                                |
|---------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10-1          | $1,300,000,000 CreditAgreement, dated as of December 7, 2004 among The Clorox Company,the Banks listed therein, Citicorp USA, Inc. and JPMorgan ChaseBank, N.A., as Administrative Agents, Wachovia Bank, N.A. and Bankof America, N.A., as Syndication Agents, and BNP Paribas, INGCapital LLC, Calyon New York Branch and The Bank ofTokyo-Mitsubishi, Ltd. Seattle Branch as DocumentationAgents. |

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