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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 15,2004

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 2.04  TRIGGERINGEVENTS THAT ACCELERATE OR INCREASE A DIRECT FINANCIAL OBLIBGATIONOR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT.

On December 15, 2004, TheProcter & Gamble Company (“P&G”) notified TheClorox Company (“Clorox” or the “Company”)that it will, on December 30, 2004, exercise its option under itsjoint venture agreement (the “JV Agreement”) withClorox relating to Clorox’s Glad ® business(“Glad”) to purchase an additional 10% interest in theprofits and losses and cash flows of Glad. The JV Agreement wasoriginally entered into on November 15, 2002 and subsequentlyamended and restated as of January 31, 2003. Pursuant to the JVAgreement,P&G contributed certainproduction and research and development equipment, licenses to usea range of current and future trademarks and other proprietarytechnologies to the Company in exchange for an interest in theprofits, losses and cash flows of Glad.

The JV Agreement grantedP&G the right to increase its interest to 20% by paying a setamount. The venture has a term of 20 years, which may be extendedfor an additional 10 years with agreement of the parties. Theoccurrence of certain events, including the sale of Glad, a changeof ownership in Clorox, an unresolved material disagreement of theparties or an uncured material breach, gives one or both of theparties the right to terminate the JV Agreement prior toexpiration. Upon expiration or termination of the venture, Cloroxis obligated to purchase from P&G its interest at fair marketvalue as defined in the JV Agreement.

Clorox recognizes in itsfinancial statements a liability relating to its repurchaseobligation (the “Terminal Obligation”). P&G’sexercise of its option to increase its interest will result in anincrease in the Terminal Obligation by $133 million, the amount ofthe purchase price, to a total of $259 million. In addition,payment for the purchase will increase Clorox’s cash flow andworking capital by a like amount in the quarter in which it iscompleted. The purchase is expected to close on or before January14, 2005.

Item 8.01  OTHEREVENTS

On December 16, 2004, theCompany issued a press release announcing the exercise of theoption described in Item 2.04. A copy of the press release isattached as Exhibit 99.1.

 

ITEM 9.01  FINANCIALSTATEMENTS AND EXHIBITS

(c)       Exhibits
| ExhibitNumber | Title                                 |
|---------------|---------------------------------------|
| 99.1          | Press Release datedDecember 16, 2004. |
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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 16,2004                              By: /s/ PETER D. BEWLEY

                                                                                   Peter D. Bewley

                                                                                  Senior Vice President –

                                                                                   General Counsel

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EXHIBITINDEX
| ExhibitNumber | Title                                 |
|---------------|---------------------------------------|
| 99.1          | Press Release datedDecember 16, 2004. |

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