UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
Form 10-Q


          QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE 
X         SECURITIES EXCHANGE ACT OF 1934   
                                                            
For the quarterly period ended September 30, 1998 OR 
                                                   
          TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE 
          SECURITIES EXCHANGE  ACT OF 1934  
                                                       
For the transition period from         to              
                                                       
Commission file number   1-07151         

                    THE CLOROX COMPANY   
     (Exact name of registrant as specified in its charter) 
                                                       
          DELAWARE                            31-0595760 
     (State or other jurisdiction         (I.R.S. Employer
 of  incorporation or organization)       Identification number) 
                                                       
       1221 Broadway - Oakland, California     94612 - 1888  
           (Address of principal executive offices)   
                                                       
     Registrant's telephone number,           (510)-271-7000 
     (including area code)                               
                                                        
(Former name, former address and former fiscal year, if changed 
    since last report)  

Indicate by check mark whether the registrant  (1)  has filed all 
reports required to be filed by Section 13 or 15(d) of the 
Securities Exchange Act of 1934 during the preceding 12 months 
(or for such shorter period that the registrant was required to 
file such reports), and  (2)  has been subject to such filing 
requirements for the past 90 days. 
                                                        
          Yes         X           No                        
                                                       
As of September 30, 1998 there were 103,525,444 shares outstanding 
of the registrant's common stock  (par value -  $1.00), the 
registrant's only outstanding class of stock.                
                                                       
               Total  pages 15                                1
                    THE CLOROX COMPANY                          
                         
                         
                         
                         
PART 1.      Financial Information                     Page No. 
             ---------------------                     ---------
     Item 1. Financial Statements           
                         
             Condensed Statements of Consolidated 
              Earnings                
                Three Months Ended September 30, 1998 
                 and 1997                                   3 
                          
             Consolidated Statements of Comprehensive 
              Income            
                Three Months Ended September 30, 1998 
                 and 1997                                   4 
              
             Condensed Consolidated Balance Sheets
                September 30, 1998 and June 30, 1998        5 
                         
             Condensed Statements of Consolidated 
              Cash Flows            
                Three Months Ended September 30, 1998 
                 and 1997                                   6 
                         
             Notes to Condensed Consolidated 
              Financial Statements                          7-9 
                         
     Item 2. Management's Discussion and Analysis 
              of Results of Operations and 
              Financial Condition                           10-13 
                         
     Item 6. Other Exhibits                                 14 
                         
2

<PAGE>
<TABLE>
<CAPTION>

                                     PART I - FINANCIAL INFORMATION
                                      Item 1. Financial Statements
                                  The Clorox Company and Subsidiaries
                             Condensed Statements of Consolidated Earnings
                              (In thousands, except per-share amounts)
                                                                                   Three Months Ended
                                                                          ------------------------------------
                                                                             9/30/98                9/30/97   
                                                                          -------------          -------------
<S>                                                                       <C>                    <C>  
                                                  
Net Sales                                                                 $   685,883            $   649,284
                                                     
Costs and Expenses                                                      
     Cost of products sold                                                    288,551                279,694
                                                          
     Selling, delivery and administration                                     142,618                130,399
                                                     
     Advertising                                                               91,592                 91,544
                                                     
     Research and development                                                  12,949                 11,606
                                                     
     Interest expense                                                          18,796                 15,494
                                                     
     Other income                                                              (3,150)                (1,359)
                                                                          -------------          -------------
                                                     
          Total costs and expenses                                            551,356                527,378  
                                                                          -------------          -------------
                                                     
Earnings before Income Taxes                                                  134,527                121,906  
                                                     
Income Taxes                                                                   49,105                 47,543  
                                                                          -------------          -------------
                                                     
Net Earnings                                                              $    85,422            $    74,363  
                                                                          =============          =============
Earnings per Common Share                                                   
     Basic                                                                $      0.82            $      0.72  
     Diluted                                                                     0.81                   0.71  
                                                  
Weighted Average Shares Outstanding                                                   
     Basic                                                                    103,604                103,217  
     Diluted                                                                  105,637                105,184  
                                                  
Dividends per Share                                                       $      0.36            $      0.32  
                                                  


See Notes to Condensed Consolidated Financial Statements.
</TABLE>
3

PART I - FINANCIAL INFORMATION (Continued)
Item 1. Financial Statements
The Clorox Company and Subsidiaries
Consolidated Statements of Comprehensive Income
(In thousands)

                               Three Months Ended           
                       ----------------------------------
                         9/30/98                9/30/97
                       ------------          ------------
                                                  
Net Earnings           $  85,422             $   74,363 
                       ------------          ------------
                                                     
Other comprehensive
 income (loss):                                            
  Foreign currency 
  translation 
  adjustments            (17,015)                (4,900)      
                       ------------          -------------
                                          
                                                    
Comprehensive Income   $  68,407             $   69,463  
                       ============          =============
4

<PAGE>
<TABLE>
<CAPTION>
                               PART I - FINANCIAL INFORMATION (Continued)
                                    Item 1. Financial Statements
                                The Clorox Company and Subsidiaries
                               Condensed Consolidated Balance Sheets
                                        (In thousands)
                                                                          9/30/98                6/30/98      
                                                                       -------------          -------------
<S>                                                                    <C>                    <C>
ASSETS
------                                              
     Current Assets                                         
          Cash and short-term investments                              $    109,156           $    89,681 
          Accounts receivable, less allowance                               347,342               411,868 
          Inventories                                                       214,701               211,913 
          Prepaid expenses and other                                         45,598                45,354 
          Deferred income taxes                                              21,668                23,242 
                                                                       -------------          -------------
               Total current assets                                         738,465               782,058 
                                                  
     Property, Plant and Equipment - Net                                    598,402               596,293 
                                                  
     Brands, Trademarks, Patents and Other Intangibles                    1,248,899             1,240,532 
                                                  
     Investments in Affiliates                                               89,478                84,449 
                                                  
     Other Assets                                                           334,738               310,018 
                                                                       -------------          -------------
                                                 
     Total                                                             $  3,009,982           $ 3,013,350 
                                                                       =============          =============
                                                  
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
     Current Liabilities                                              
          Accounts payable                                            $    127,363            $   154,348 
          Accrued liabilities                                              192,671                268,583 
          Short-term debt                                                  666,485                768,616 
          Income taxes payable                                              56,437                 15,370 
          Current maturities of long-term debt                               1,461                  1,517 
                                                                       -------------          -------------
               Total current liabilities                                 1,044,417              1,208,434 
                                                  
     Long-term Debt                                                        466,294                316,260 
                                              
     Other Obligations                                                     209,404                203,000 
                                                  
     Deferred Income Taxes                                                 188,266                200,421 
                                              
     Stockholders' Equity                                              
          Common stock                                                     110,844                110,844 
          Additional paid-in capital                                        87,776                 84,124 
          Retained earnings                                              1,432,152              1,382,943 
          Treasury shares, at cost                                        (415,221)              (391,864) 
          Accumulated other comprehensive income                          (106,876)               (89,861) 
          Other                                                             (7,074)               (10,951) 
                                                                       -------------          -------------
               Stockholders' Equity                                      1,101,601              1,085,235 
                                                                       -------------          -------------
     Total                                                             $ 3,009,982            $ 3,013,350 
                                                                       =============          =============
See Notes to Condensed Consolidated Financial Statements.                                         
5 
</TABLE>


<TABLE>
<CAPTION>


                               PART I - FINANCIAL INFORMATION (Continued)
                                   Item 1.  Financial Statements
                                 The Clorox Company and Subsidiaries
                             Condensed Statements of Consolidated Cash Flows
                                           (In thousands)
                                                                        Three Months Ended            
                                                               ------------------------------------
                                                                  9/30/98                9/30/97      
                                                               -------------          -------------
<S>                                                            <C>                    <C>
Operations:                                              
     Net earnings                                              $    85,422            $    74,363 
     Adjustments to reconcile to net cash provided 
      by operating activities:                                            
          Depreciation and amortization                             34,926                 36,680 
          Deferred income taxes                                      2,919                  2,216 
          Other                                                     (3,384)                (9,555) 
          Effects of changes in:                                       
               Accounts  receivable                                 64,526                 16,621 
               Inventories                                          (1,508)               (16,272) 
               Prepaid expenses                                       (244)                 5,870 
               Accounts payable                                    (28,506)                 1,524 
               Accrued liabilities                                 (70,662)               (97,749) 
               Income taxes payable                                 38,484                 36,007 
                                                               -------------          -------------
                                                
               Net cash provided by operations                     121,973                 49,705 
                                             
Investing Activities:                                                
     Property, plant and equipment                                 (20,898)               (18,375) 
     Disposal of property, plant and equipment                         128                  1,123 
     Businesses purchased                                          (38,652)               (37,910) 
     Other                                                         (31,984)               (34,915) 
                                                               -------------          -------------
                                                
               Net cash used for investment                        (91,406)               (90,077) 
                                                
Financing Activities:                                              
     Short-term debt borrowings                                       -                    13,407 
     Short-term debt repayments                                       (374)              (148,312) 
     Long-term debt and other obligations borrowings               149,223                193,287 
     Long-term debt and other obligations repayments               (2,276)                 (5,434) 
     Commercial paper, net                                       (101,745)                  2,821 
     Cash dividends                                               (37,315)                (32,918) 
     Treasury stock purchased                                     (28,109)                 (4,820) 
     Issuance of common stock under employee stock plans            9,504                   8,666 
                                                               -------------          -------------
                                                
               Net cash provided by (used for) financing          (11,092)                 26,697 
                                                               -------------          -------------
                                                
Net (Decrease) Increase in Cash and Short-Term Investments         19,475                 (13,675) 
Cash and Short-Term Investments:                                                 
     Beginning of period                                           89,681                 101,046 
                                                               -------------          -------------
                                                
     End of period                                             $  109,156             $    87,371 
                                             
See Notes to Condensed Financial Statements.                                              

6 
</TABLE>
<PAGE>


PART I - FINANCIAL INFORMATION (Continued)
Item 1.  Financial Statements
The Clorox Company and Subsidiaries
Notes to Condensed Consolidated Financial Statements


(1)     The summarized consolidated financial information for the 
three months ended September 30, 1998 and 1997 has not been audited, 
but in the opinion of management, includes all adjustments 
(consisting only of normal recurring accruals) necessary for a fair 
presentation of the consolidated results of operations, financial 
position, and cash flows of The Clorox Company and its subsidiaries 
(the "Company").  The results for the three months ended September 30, 
1998 should not be considered as necessarily indicative of the results 
for the respective year.


(2)     Inventories at September 30, 1998 and at June 30, 1998 
consisted of (in thousands):

                                        9/30/98          6/30/98
                                      ----------       ----------
                                        
Finished goods and work in process    $ 135,831        $ 130,185
Raw materials and supplies               78,870           81,728
                                      ----------       ----------
          Total                       $ 214,701        $ 211,913


(3)     Businesses purchased totalling $38,652,000 and $37,910,000 
during the quarters ended September 30, 1998 and 1997, 
respectively, were funded using a combination of cash and 
long-term borrowings and were accounted for as purchases.  
These acquisitions included Mistolin bleach and cleaners 
business in Venezuela and the Gumption cleaning brand business in 
Australia.


(4)     In July 1998, the Company refinanced $150,000,000 of 
commercial paper by entering into a Deutsche Mark denominated 
financing arrangement with private investors.  The private 
investors exercised an option to finance an additional $50,000,000 
under the same terms of this financing arrangement in October 1998.  
The Company entered into a series of swaps with notional amounts 
totalling $200,000,000 to eliminate foreign currency exposure risk 
generated by this Deutsche Mark denominated obligation.  The swaps 
effectively convert the Company's 2.876% fixed Deutsche Mark 
obligation to a floating U.S. dollar rate of 90 day LIBOR less 278 
basis points or an effective rate of 2.91%.

7
<PAGE>



PART I - FINANCIAL INFORMATION (Continued)
Item 1.  Financial Statements
The Clorox Company and Subsidiaries
Notes to Condensed Consolidated Financial Statements



(5)     In February 1997, the Financial Accounting Standards 
Board issued Statement of Financial Accounting Standards No. 128 
("SFAS 128"), Earnings per Share.  SFAS 128 requires dual 
presentation of basic EPS and diluted EPS on the face of all 
earnings statements issued after December 15, 1997 for all 
entities with complex capital structures.  Basic earnings per 
share is computed by dividing net earnings by the weighted average 
number of common shares outstanding each period.  Diluted 
earnings per share are computed by dividing net earnings by 
the diluted weighted average number of common shares outstanding 
during the period.  Diluted EPS reflects the potential dilution 
that could occur from common shares issuable through stock 
options, restricted stock, warrants and other convertible 
securities.  The weighted average number of shares outstanding 
(denominator) used to calculate basic earnings per share is 
reconciled to those used in calculating diluted earnings per 
share as follows:

                 Weighted Average Number
                  of Shares Outstanding       
                 -----------------------               
                    Three Months Ended                
                 -----------------------
                 9/30/98         9/30/97                     
                 -------         -------                   

Basic            103,604         103,217                      
                                                 
Stock options      1,952           1,935                      
                                                  
Other                 81              32                      
                 -------         -------                   
                                    
Diluted          105,637         105,184                      
                 =======         =======


(6)         Effective July 1, 1998, the Company adopted Statement of 
Financial Accounting Standards No. 130 (FAS 130), Reporting of 
Comprehensive Income.  Comprehensive income includes net income 
and other revenues, expenses, gains and losses that are excluded 
from net income but included as a component of stockholders' 
equity.  This Statement establishes standards for reporting and 
displaying comprehensive income and its components in the financial 
statements.  It requires that the Company classify items of 
other comprehensive income, as defined by FAS 130, by their 
nature in the financial statements and display accumulated other 
comprehensive income separately in the equity section of the 
balance sheet.  The financial statements for earlier periods were 
reclassified for comparative purposes, as required by FAS 130.

Comprehensive income for the quarters ended September 30, 1998 
and 1997, was $68,407,000 and $69,463,000 respectively.  Comprehensive 
income for the Company includes net income and foreign currency 
translation adjustments that are excluded from net income but 
included as a component of total stockholders' equity.

(7)     Certain reclassifications of prior periods' amounts 
relating to accounts receivable and accrued liabilities have been 
made to conform with the current period presentation.

8

<PAGE>

PART I - FINANCIAL INFORMATION (Continued)
Item 1.  Financial Statements
The Clorox Company and Subsidiaries
Notes to Condensed Consolidated Financial Statements



(8)       Subsequent Event - First Brands Corporation Pending 
Acquisition

On October 18, 1998, the Company entered into a definitive agreement 
with First Brands Corporation ("First Brands") pursuant to which 
the Company will acquire First Brands in a merger transaction 
(the "Merger") valued at approximately $2 billion.  First Brands 
develops, manufactures, markets and sells consumer products under 
the Glad, Scoop Away, and STP brands, among others.  The acquisition 
is structured to be treated as a pooling of interests for accounting 
purposes and as a non-taxable transaction to First Brands' 
stockholders.  The transaction is subject to certain conditions, 
including the approval of First Brands' stockholders and customary 
regulatory approvals.  Although the Company hopes to consummate the 
acquisition in the quarter ending March 31, 1999, no assurances can 
be given as to when, or whether, the acquisition will be completed. 

Under the terms of the merger agreement, which has been approved by 
the boards of both companies, First Brands' stockholders, in exchange 
for their shares of First Brands' common stock, will receive the right 
to receive shares of the Company's common stock.  The exchange ratio 
will depend upon the average closing price of the Company's common 
stock on the New York Stock Exchange over the ten trading days 
preceding the fifth trading day before the effective date of the 
Merger (the "Average Closing Price").  If the Average Closing Price 
is more than $80 but less than or equal to $115, the exchange ratio 
will be $39 divided by the Average Closing Price (i.e., First Brands' 
stockholders will receive $39 in the Company's common stock, based 
on the Average Closing Price, for each share of First Brands' 
common stock).  If the Average Closing Price is less than or equal 
to $80, the exchange ratio will be 0.4875 shares of the Company's 
common stock for each share of First Brands' common stock.  If 
the Average Closing Price is greater than $115, the exchange ratio 
will be 0.3391 shares of the Company's common stock for each share 
of First Brands' common stock.  Cash will be paid in lieu of 
fractional shares. As a result of the acquisition, Clorox will 
also assume approximately $440 million of First Brands' debt.   
See also the discussion in "Management's Discussion and Analysis" 
under "Subsequent Event - First Brands Corporation Pending Acquisition".


9
<PAGE>

PART I - FINANCIAL INFORMATION (Continued)
Item 2.  Management's Discussion and Analysis of
Results of Operations and Financial Condition

Results of Operations

Comparison of the Three Months Ended September 30, 1998
with the Three Months Ended September 30, 1997

Diluted earnings per share increased 14% to 81 cents from 71 cents 
a year ago and net earnings grew 15% to $85,422,000 from $74,363,000
a year ago.

Net sales increased 6 percent to $685,883,000 due primarily to 
volume growth.  This volume growth was fueled by several factors 
such as the introduction of new products during the second half 
of fiscal year 1998; a strong performance from domestic brands 
including Clorox toilet bowl cleanser and automatic toilet bowl 
cleaner, Hidden Valley bottled dressings, and Fresh Step Scoop 
scoopable cat litter; and increased volumes experienced by our 
Brita, Armor All, and professional products businesses.  Products 
introduced during the second half of fiscal year 1998 that 
contributed to this volume growth were Tilex Fresh Shower daily 
shower cleaner, Lemon Fresh Pine-Sol cleaner and antibacterial 
spray, and Rain Clean Pine-Sol dilutable cleaner.  These volume 
increases were partially offset by volume decreases in our sales 
of Clorox liquid bleach and insecticides, and a weakened volume 
performance experienced by our Asian businesses due to an economic 
downturn in Asian economies.  

Gross margins as a percent of sales improved a percentage point 
from the preceding year primarily due to the successful 
integration of the Armor All business and on-going cost savings 
programs mostly implemented in the prior year such as the 
reformulation of certain household products, re-negotiation of 
freight rates, reduction of packaging costs, and a switch to 
in-house production from the use of outside co-packers for 
certain household products.

Selling, delivery, and administration expenses increased 
approximately 9% from a year ago primarily due to continued 
growth and expenditures related to investment in international 
infrastructure.

Interest expense increased approximately $3,300,000 versus the 
year ago period primarily due to the issuance of  new debt 
required to fund business growth.

Income tax expense as a percent of pretax earnings declined from 
39% to 36.5% principally due to international investment activities 
and international operations.

10
<PAGE>



PART I - FINANCIAL INFORMATION (Continued)
Item 2.  Management's Discussion and Analysis of
Results of Operations and Financial Condition

Liquidity and Capital Resources
                    

The Company's financial position and liquidity remain strong 
due to cash provided by operations during the quarter.  
Accounts receivable, accounts payable, and accrued liabilities 
decreased from June 30, 1998 primarily due to normal seasonality 
of the charcoal, insecticide, and automotive appearance businesses. 

In September 1996, the Board of Directors authorized a share 
repurchase program to offset the dilutive effect of employee stock 
option exercises.  During the three month period ended September 30, 
1998, 280,000 shares were acquired at a cost of $28,109,000.  The 
Company currently plans to discontinue such share repurchase program 
in connection with the First Brands Corporation pending acquisition 
described below.  As a result, the issuance of shares pursuant to the 
Company's stock incentive plans may have a potential dilutive effect.

The Company has approved the use of interest rate derivative 
instruments such as interest rate swaps in order to manage the 
impact of interest rate movements on interest expense.  These 
instruments have the effect of converting fixed rate interest 
to floating, or floating to fixed.  The conditions under which 
derivatives can be used are set forth in a Company Policy 
Statement that includes a specific prohibition on the use of 
any leveraged derivatives.  In July 1998, the Company refinanced 
$150,000,000 of commercial paper by entering into a Deutsche 
Mark denominated financing arrangement with private investors.  
The private investors exercised an option to finance an 
additional $50,000,000 under the same terms of this financing 
arrangement in October 1998.  The Company entered into a series 
of swaps with notional amounts totalling $200,000,000 to 
eliminate foreign currency exposure risk generated by this 
Deutsche Mark denominated obligation.  The swaps effectively 
convert the Company's 2.876% fixed Deutsche Mark obligation to 
a floating U.S. dollar rate of 90 day LIBOR less 278 basis 
points or an effective rate of 2.91%.

Management believes the Company has access to additional capital 
through existing lines of credit and from public and private 
sources should the need arise.


Year 2000 


Many financial information and operations systems used today may 
be unable to interpret dates after December 31, 1999 because 
these systems allow only two digits to indicate the year in a date.  
Consequently, these systems are unable to distinguish January 1, 
2000 from January 1, 1900, which could have adverse consequences 
on the operations of an entity and the integrity of information 
processing.  This potential problem is referred to as the "Year 
2000" or "Y2K" issue.  

In 1997, the Company established a corporate-wide program to 
address Y2K issues.  This effort is comprehensive and encompasses 
software, hardware, electronic data interchange, networks, PC's, 
manufacturing and other facilities, embedded chips, century 
certification, supplier and customer readiness, contingency 
planning, and domestic and international operations.  The Company 
is currently on schedule and is more than 60% complete as of 
September 30, 1998.  The Company has replaced or upgraded most of 
its critical business applications and systems and has begun the 
century testing phase for these critical technology systems.   
The target date to repair or replace the remaining critical 
business information systems is March 31, 1999.  The Company is 
assessing its plant floor systems and equipment and the target 
date to complete manufacturing plant  floor and facilities 
efforts is September 30, 1999.  The Company has prioritized 
its third-party relationships as 


11

<PAGE>


PART I - FINANCIAL INFORMATION (Continued)
Item 2.  Management's Discussion and Analysis of
Results of Operations and Financial Condition


critical, severe or sustainable, has completed the assessment 
phase for third parties (except for assessment of its 
key customers which is scheduled to be complete in March 1999), 
has requested a Y2K contract warranty in many new key contracts 
and is developing contingency plans for critical third parties, 
including key customers, suppliers and other service providers.  

If necessary modifications and conversions by the Company are 
not made on a timely basis, or if key third parties are not 
Y2K ready, Y2K problems could have a material adverse effect 
on the Company's operations.  The Company's most reasonably 
likely worst case scenario is a regional utility failure that 
would interrupt manufacturing operations and distribution 
centers in the affected region.  To mitigate this risk, and 
to address the possible uncertainty of whether the Company 
will be able to solve all potential Y2K issues, the Company 
has begun contingency planning for its critical operations, 
including key third-party relationships, and will require 
written contingency plans for these areas.  The Company 
expects to complete all of its contingency planning by 
June 30, 1999. 

Y2K costs are expensed as incurred and funded through 
operating cash flows. Through September 30, 1998, the Company 
has expensed incremental remediation costs of $17,117,000 
with remaining incremental remediation costs estimated at 
$13,761,000.  In addition, through September 30, 1998, the 
Company has expensed accelerated strategic upgrade costs of 
$9,609,000 with anticipated remaining accelerated strategic 
upgrade costs of $6,399,000.  The Company has spent 
approximately 17% of its 1998 fiscal year information 
technology budget, and expects to spend approximately 12% 
of its 1999 fiscal year information technology budget, on 
Y2K remediation issues.  The Company has not deferred any 
critical information technology projects because of its 
Year 2000 program efforts, which are primarily being 
addressed through a dedicated team within the Company's 
information technology group.  Time and cost estimates are 
based on currently available information and could be 
affected by the ability to correct all relevant computer 
codes and equipment, and the Y2K readiness of the Company's 
business partners, among other factors.  Also, the Company's 
pending acquisition of First Brands Corporation remains 
subject to certain closing conditions and is not included 
in this assessment. 


Subsequent Event - First Brands Corporation Pending Acquisition


On October 18, 1998, the Company entered into a definitive 
agreement with First Brands Corporation ("First Brands") 
pursuant to which the Company will acquire First Brands in 
a merger transaction (the "Merger") valued at approximately 
$2 billion.  First Brands develops, manufactures, markets 
and sells consumer products under the Glad, Scoop Away, and 
STP brands, among others.  The acquisition is structured to 
be treated as a pooling of interests for accounting purposes 
and as a non-taxable transaction to First Brands' stockholders.  
The transaction is subject to certain conditions, including 
the approval of First Brands' stockholders and customary 
regulatory approvals.  Although the Company hopes to consummate 
the acquisition in the quarter ending March 31, 1999, no 
assurances can be given as to when, or whether, the acquisition 
will be completed. 

Under the terms of the merger agreement, which has been 
approved by the boards of both companies, First Brands' 
stockholders, in exchange for their shares of First Brands' 
common stock, will receive the right to receive shares of 
the Company's common stock.  The exchange ratio will depend 
upon the average closing price of the Company's common stock 
on the New York Stock Exchange over the ten trading days 
preceding the fifth trading day before the effective date of 
the Merger (the "Average Closing Price").  If the Average 
Closing Price is more than $80 but less than or equal to 
$115, the exchange ratio will be $39 divided by the Average 
Closing Price (i.e., First Brands' stockholders will receive 
$39 in the Company's common stock, based on the Average 
Closing Price, for each share of First Brands' common stock).  
If the Average Closing Price is less than or equal to $80, the

12

<PAGE>


PART I - FINANCIAL INFORMATION (Continued)
Item 2.  Management's Discussion and Analysis of
Results of Operations and Financial Condition


exchange ratio will be 0.4875 shares of the Company's common 
stock for each share of First Brands' common stock.  If the 
Average Closing Price is greater than $115, the exchange ratio 
will be 0.3391 shares of the Company's common stock for each 
share of First Brands' common stock.  Cash will be paid in 
lieu of fractional shares. As a result of the acquisition, 
Clorox will also assume approximately $440 million of First 
Brands' debt.   

In connection with pooling of interests accounting treatment 
for the Merger, the Company plans to discontinue its previously 
announced share repurchase program and may be required to 
issue additional shares of its common stock to third parties.  
Any such share issuance may have a dilutive effect.  
Consummation of the Merger is conditioned upon receipt by 
each of the Company and First Brands of a letter from their 
respective independent accountants stating that, in their 
respective opinions, they concur with the conclusions of the 
management of the Company and First Brands that the criteria 
for pooling of interests accounting, which can be assessed at 
that time, have been met.  If after consummation of the 
merger, events occur that cause the acquisition to no longer 
qualify for pooling of interests treatment, the purchase 
method of accounting would be applied, which could have a 
material adverse effect on the reported operating results of 
the combined company because of the charges to the Company's 
earnings from amortization of goodwill required by purchase 
accounting.

As is generally the case with acquisitions, there can be no 
assurance that the Company will be able to complete the 
acquisition, successfully integrate or profitably manage 
the First Brands' businesses.  In addition, there can be no 
assurance that, following the transaction, the First Brands' 
businesses will achieve sales levels, profitability, cost 
savings or synergies that justify the investment made or 
that the acquisition will be accretive to earnings in any 
future period. 

The Company expects to incur significant costs (in excess of 
$100 million) in connection with the Merger to reflect 
transaction-related expenses as well as expenses relating to 
the integration of First Brands.  This amount is a preliminary 
estimate only and is therefore subject to change.  In 
addition, there can be no assurance that the Company will 
not incur additional costs associated with the Merger. 


Cautionary Statement


Except for historical information, matters discussed in this 
Form 10-Q, including statements about future growth or the 
likelihood of the consummation or the realization of benefits 
from the First Brands' transaction, are forward-looking 
statements based on management's estimates, assumptions and 
projections.  In addition to the factors discussed in this 
Form 10-Q, important factors that could cause results to 
differ materially from management's expectations  are described 
in "Forward-Looking Statements and Risk Factors" and 
"Management's Discussion and Analysis of Financial Condition 
and Results of Operation" in the Company's SEC Form 10-K for 
the year ending June 30, 1998, as updated from time to time 
in the Company's SEC filings.  Those factors include, but are 
not limited to, marketplace conditions and events, the 
Company's costs, risks inherent in international operations, 
the success of new products, integration of acquisitions, and 
environmental, regulatory and intellectual property matters, 
and with respect to the First Brands' transaction, risks 
related to the conditions necessary to consummate the Merger 
and subsequent successful management of the acquired businesses.

The acquisition of First Brands can be expected to present 
challenges to management, including the integration of the 
operations, technologies and personnel of the companies, and 
special risks, including unanticipated liabilities and 
contingencies, and diversion of management attention. 


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PART II - OTHER INFORMATION 
Item 6.  Other Exhibits



Exhibit (10) (viii)     Supplemental Executive Retirement 
Plan restated July 17, 1991, and further amended in May 1994 
and January 1996, follows page 14 of this Form 10-Q.

Exhibit (10) (xii)     Non-Qualified Deferred Compensation 
Plan, as amended and restated in March 1997,  follows thereafter.


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S I G N A T U R E


Pursuant to the requirements of the Securities Exchange Act of 
1934, the registrant has duly caused this report to be signed 
on its behalf by the undersigned thereunto duly authorized.


                                   THE CLOROX COMPANY
                                   (Registrant)




DATE:  November 10, 1998           BY /s/ HENRY J. SALVO, JR.
     -------------------              ---------------------------
                                        Henry J. Salvo, Jr.
                                        Vice-President - Controller
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