Management's Discussion and Analysis of Operations



Shares and per-share amounts restated to reflect 2-for-1
stock split that was effective September 2, 1997.


Results of Worldwide Operations


The Company's 1997 operations achieved record unit volumes, 
sales and earnings per share after record years in 1996 and  
1995. Volume for the Company's products grew by 15% over 1996
and was the primary driver of the 14% increase in net customer
sales. Net customer sales were up due to volume increases from
our base businesses, the Armor All acquisition, and other 
businesses acquired during the current and prior year. Record 
volumes were achieved by Clorox liquid bleach, Kingsford and 
Match Light brands of charcoal briquets, Fresh Step and Fresh 
Step Scoop brands of cat litter, K.C. Masterpiece barbecue 
sauce and our Brita water filtration systems business. Without 
Armor All, net customer sales would have grown 11%. The gain 
in 1996 volume and net customer sales was principally due to 
acquisition activities in Latin America, and record volumes 
for Pine-Sol, Clorox toilet bowl cleaner, Clorox liquid bleach,
Clorox Clean-Up cleaner, Tilex products, Kingsford charcoal 
briquets, and the Brita water filtration business in the United
States. Also affecting 1996 was the acquisition of Black Flag 
insecticide in that year and the acquisition of Brita Canada 
in 1995.

Cost of products sold as a percent of sales in 1997 improved 
one percentage point from 1996 to 44% primarily due to the 
implementation of a new manufacturing strategy last year that 
enables us to achieve cost savings through consolidation of 
production facilities. Additionally, our businesses in Latin 
America are beginning to show significant improvement in 
product costs due to efficiencies from consolidation of 
production activities and economies of scale achieved from 
acquisitions. 

Research and development expenses increased 10% over 1996 and
remain at about 2% of net customer sales. Over the past few 
years, productivity programs in the R & D function have 
improved the cycle times for bringing new ideas to market and 
have enabled us to control and make spending in this area 
more effective.

Selling, delivery, and administration expenses increased 17% 
over 1996, and remained at approximately 21% of net sales, 
principally due to our continued investment in international 
infrastructure, international acquisitions, and costs related 
to investments in information technology both domestically and 
abroad. New information technologies are being installed  for 
our international businesses to achieve future productivity 
and cost improvements. Additionally, during 1997, we performed
a thorough analysis of the impact of modifying our computer 
software for the Year 2000. We believe that all software 
necessary to effectively operate and manage our businesses 
will be replaced, modified or upgraded by the Year 2000, and 
that any related costs will not have a material impact on the 
operations, cash flows, or Financial condition of future 
periods.

Advertising expense increased 22% over 1996. This increase 
reflects higher levels of media and sales promotion spending 
to support the introduction of new products, to ensure that 
our established brand equities remain strong, and in particular
to solidify Brita's brand equity and category leadership. 
Advertising expense in 1996 increased 5% over 1995. This lower
rate of increase was due to improved sales promotion efficiency
with continued investment in media.

Interest expense increased 45% from a year ago principally due
to an increase of approximately $390,000,000 in both short- and
long-term borrowing to fund 1997 acquisitions. Interest 
expense increased $13,168,000 and $6,696,000 in 1996 and 1995,
respectively, due to additional borrowings to fund acquisitions
and our share-repurchase programs in those years.

The effective tax rate was 40% in 1997 and 1996, 41% in 1995, 
and is anticipated to remain in this range for the foreseeable
future.

Other income (expense) net, is higher this year principally due
to a higher level of sales of nonoperating property in 1997, 
non-recurring 1996 costs for manufacturing strategy 
implementation, a higher level of investment earnings from tax
advantaged investments, offset by higher levels of amortization
expense from intangible assets acquired in both 1996 and 1997.

Earnings per share from continuing operations increased $0.27, 
$0.25, and $0.21 over 1996, 1995, and 1994, respectively, and 
represented a 13% compound annual growth since 1994. This per-
share growth is primarily a function of volume growth described
above and also reflects the results of our share repurchase 
programs. 

Foreign Operations

Net sales (excluding exports) increased 29% to $389,132,000 
from 1996, and now represent 15% of the Company's revenues. 
Net sales in 1996 increased 67% over 1995, and represented 
14% and 9% of the Company's revenues in those periods, 
respectively. Growth in net sales is due to growth in the base 
business and acquisitions in Argentina, Chile, Puerto Rico, 
and Colombia. The Armor All acquisition resulted in our first 
presence in Australia and an expanded presence in Japan.

Earnings before income taxes increased 125% over 1996 
principally due to unit volume growth, cost savings initiatives
and consolidation efforts. Pretax profit margins improved to 8%
of net sales from 5% in 1996. Further improvement is 
anticipated as we grow this part of the business, begin to 
realize economies of scale from strategic acquisitions, and 
begin to see the benefits of newly initiated brand strategies. 

Identifiable assets grew to $747,944,000 in 1997 from 
$297,999,000 in 1995, and reflect growth that has come 
principally from acquisitions of existing businesses abroad.

The local currency is the functional currency in most of our 
businesses abroad. The Argentine peso and the Canadian dollar 
represent the majority of our foreign currencies' exposure to 
exchange rate changes. Movements in these and other foreign 
currencies' exchange rates may have an impact on future 
operating results as recorded in the Company's consolidated 
net sales and earnings. Such movements are also reflected on 
the balance sheet as changes in deferred translation, and as 
foreign exchange gains or losses in earnings, both of which 
were not material in 1997, 1996, and 1995. The Company's risk
management strategy has been to hedge certain material foreign
currency operating exposures with simple financial instruments
such as foreign currency forward contracts. In addition, the 
Company has hedged certain net investments in foreign 
investments with similar instruments when economic 
circumstances warranted a risk averse strategy.

Financial Position and Liquidity

Cash provided by operations was $362,000,000 in 1997, and 
followed a record $407,000,000 in 1996, and was the result of 
record earnings in both periods and our continued focus on the
efficient utilization of resources driven by our Clorox Value 
Measure (CVM) economic value measurement system put in place in
1993. CVM increased 10% in 1997 over 1996 despite a high level 
of acquisition activity this year.

Working capital changes included increases in accounts 
receivable, inventories, and accrued liabilities due to 
international base business growth and acquisitions, as well as
domestic base business growth and the Armor All Products 
Corporation acquisition. Accrued expenses grew primarily from 
higher levels of advertising and sales promotion activities in 
our domestic household products businesses. Short-term debt and
commercial paper increased over a year ago to fund the short-
term and seasonal cash needs of the businesses. Long-term debt
increased in 1997 and 1996 to help fund our acquisition 
activities.

During 1997, we invested $469,701,000 in new businesses. 
Armor All, purchased for $360,144,000, was the major 
acquisition. Other businesses acquired were in Latin America
and included the Shell Group's non-core line of household 
products in Chile, the Pinoluz brand of pine cleaner in 
Argentina, and the Limpido brand of liquid bleach and an 
increase in equity ownership in Tecnoclor S.A. in Colombia.

During 1996, we invested $165,231,000 in new businesses. 
Foreign acquisitions included the Poett San Juan home 
products business in Argentina, the largest business acquired,
and the Electroquimicas Unidos S.A.C.I. bleach business in 
Chile. Domestic acquisitions included the Black Flag line of 
insecticides and the Lestoil brand of home cleaning products.
During 1995, $97,651,000 was invested in new businesses, all 
of which were outside the United States. The largest single 
investment was Brita International Holdings, Inc. of Canada.

Dividends paid in 1997 were $119,963,000 or $1.16 per share. 
On July 15,1997, we announced a 10.3% increase in the quarterly
dividend rate to $0.32 from $0.29 per share for a new annual 
rate of $1.28. This is the twenty-first consecutive annual 
dividend increase. The Company also announced a 2-for-1 stock 
split distributable September 2 to stockholders of record on 
July 28, 1997. This action is anticipated to result in higher 
liquidity and a broader market for our stock. All share and 
per-share information in the accompanying Consolidated 
Financial Statements rejects the stock split.

In 1997, 1996, and 1995, cash flow from operations exceeded 
cash needs for capital expenditures, dividends, and scheduled
debt service. We believe that cash flows from operations, 
supplemented by financing expected to be available from 
external sources, will provide sufficient liquidity for the 
foreseeable future. At June 30, 1997, we had available a 
$350,000,000 credit agreement expiring April 30, 2002 with a 
syndication of banks as a supplement to internal cashflows. 
Depending upon conditions in the financial markets and other 
factors, the Company may from time to time consider the 
issuance of debt or other securities, the proceeds of which 
would be used to finance acquisitions, to refinance debt, 
or for other general business purposes.

In September 1996, the Board of Directors authorized a share 
repurchase program to offset the dilutive effect of employee 
stock option exercises. We anticipate issuing 800,000 to 
1,000,000 shares of stock each year due to stock-based 
compensation plans and intend to repurchase approximately that
number of shares over time subject to market conditions and 
business opportunities that may arise. During 1997, we 
repurchased 927,000 shares at a cost of $54,063,000. During 
1996, we completed a stock repurchase program authorized in 
July 1995 by our Board of Directors under which 2,533,812 
shares were repurchased at a cost of $98,112,000. During 1995,
we completed a stock repurchase program initiated in 1989 in 
which 10,000,000 shares were repurchased. Reacquired shares 
are held as treasury shares and are available for reissuance 
for corporate uses.

In order to manage the impact of interest rate movements on 
interest expense and interest income, we have approved the 
use of interest rate derivative instruments, such as interest
rate swaps. These instruments have the effect of converting 
fixed rate interest to floating, or floating to fixed. 
Conditions under which derivatives can be used are set forth 
in a Company Policy Statement. They include a restriction on 
the amount of such activity to a designated portion of 
existing debt, a limit on the term of any derivative 
transaction, and a specific prohibition of the use of any 
leveraged instrument. Other derivative instruments used to 
hedge assets and anticipated transactions include foreign 
currency contracts.

We are committed to an ongoing program of comprehensive, 
long-term environmental assessment of our facilities. This 
program is implemented by the Company's Department of Health,
Safety and Environment, with guidance from legal counsel. 
During each facility assessment, compliance with applicable 
environmental laws and regulations is evaluated and the 
facility is reviewed in an effort to identify possible future 
environmental liabilities. Although not material, at June 30, 
1997 and 1996, expected costs have been accrued for the 
probable future costs of environmental liabilities without 
offset for expected insurance recoveries or discounting for 
present value.

Quantitative and qualitative disclosures about market risk for
financial instruments and derivatives is presented on pg. 39.

Readers are cautioned that any discussion of future business 
prospects is subject to risks and uncertainty, and actual 
results could differ materially from those discussed in this 
Annual Report. We refer readers to the Company's statement 
entitled "Forward-Looking Statements and Risk Factors" which 
was contained in its SEC Form 8-K filed on January 7, 1997. 
It discusses the risk factors that are of particular importance
to the Company.

<TABLE>
<CAPTION>

STATEMENTS OF CONSOLIDATED EARNINGS



Years ended June 30 (in thousands, except per-share amounts)    1997           1996           1995

-----------------------------------------------------------------------------------------------------

 <S>                                                        <C>           <C>            <C>

NET SALES                                                   $2,532,651      $2,217,843     $1,984,170

-----------------------------------------------------------------------------------------------------
 COSTS AND EXPENSES
Cost of products sold                                        1,123,459       1,007,200        892,172
Selling, delivery and administration                           543,804         464,767        416,392
Advertising	                                                   348,521         285,015        271,730
Research and development                                        50,489          45,821         44,819
Interest expense	                                              55,623          38,288         25,120
Other (income) expense, net                                     (5,260)          6,365         (3,957)
-----------------------------------------------------------------------------------------------------
  Total costs and expenses                                   2,116,636       1,847,456      1,646,276
-----------------------------------------------------------------------------------------------------
 EARNINGS BEFORE INCOME TAXES                                   416,015        370,387        337,894
INCOME TAXES                                                    166,573        148,295        137,062
-----------------------------------------------------------------------------------------------------
 NET EARNINGS                                                $  249,442     $  222,092     $  200,832
======================================================================================================
EARNINGS PER COMMON SHARE                                    $     2.41     $     2.14     $     1.89
======================================================================================================
WEIGHTED AVERAGE SHARES OUTSTANDING                             103,292        103,869        106,295
======================================================================================================
See Notes to Consolidated Financial Statements.
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

 CONSOLIDATED BALANCE SHEETS

Years ended June 30 (in thousands, except per-share amounts)        1997            1996

------------------------------------------------------------------------------------------
 <S>                                                           <C>             <C>      
ASSETS
CURRENT ASSETS
     Cash and short-term investments                           $  101,046      $   90,828
     Accounts receivable, less allowance                          356,996         315,106
     Inventories                                                  170,340         138,848
     Prepaid expenses                                              22,534          18,076
     Deferred income taxes                                         22,581          10,987
------------------------------------------------------------------------------------------
        Total Current Assets                                      673,497         573,845
------------------------------------------------------------------------------------------
 PROPERTY, PLANT AND EQUIPMENT - NET                              570,645         551,437
------------------------------------------------------------------------------------------
 BRANDS, TRADEMARKS, PATENTS AND OTHER INTANGIBLES - NET        1,186,951         704,669
------------------------------------------------------------------------------------------
 INVESTMENTS IN AFFILIATES                                         93,004          99,033
------------------------------------------------------------------------------------------
 OTHER ASSETS                                                     253,855         249,910
------------------------------------------------------------------------------------------
 TOTAL                                                         $2,777,952      $2,178,894
==========================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
     Accounts payable                                          $  143,360      $  155,366
     Accrued liabilities                                          358,785         266,192
     Short-term debt                                              369,973         192,683
     Income taxes payable                                          17,049           9,354
     Current maturities of long-term debt                           3,551             291
------------------------------------------------------------------------------------------
        Total Current Liabilities                                 892,718         623,886
------------------------------------------------------------------------------------------
 LONG-TERM DEBT                                                   565,926         356,267
------------------------------------------------------------------------------------------
 OTHER OBLIGATIONS                                                112,539         100,246
------------------------------------------------------------------------------------------
 DEFERRED INCOME TAXES                                            170,723         148,408
------------------------------------------------------------------------------------------
 STOCKHOLDERS' EQUITY
     Common stock - authorized, 375,000,000 shares, $1 par value  110,844         110,844
     Additional paid-in capital                                    66,803          56,360
     Retained earnings                                           1,207,524       1,078,789
     Treasury shares, at cost                                    (289,075)       (251,393)
     Cumulative translation adjustments and other                 (60,050)        (44,513)
===========================================================================================
          Stockholders' Equity                                   1,036,046         950,087
-------------------------------------------------------------------------------------------
 TOTAL                                                         $ 2,777,952      $2,178,894
===========================================================================================
See Notes to Consolidated Financial Statements.

</TABLE>

<PAGE>

STATEMENTS OF CONSOLIDATED STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>

                                                                                                              
                                                                                                                Cumulative
In thousands except share            Common Stock    Additional                         Treasury Shares        Translation
                                -----------------       Paid-In       Retained     --------------------        Adjustments
and per-share amounts           Shares     Amount       Capital       Earnings     Shares        Amount         and Other
---------------------------------------------------------------------------------------------------------------------------
 <S>                            <C>         <C>         <C>          <C>            <C>           <C>           <C>
BALANCE, June 30, 1994
As previously reported          55,422,297  $55,422     $106,554     $ 876,832      (2,050,041)   $(107,146)    $(22,245)
2-for-1 stock split effective
   September 2, 1997            55,422,297   55,422      (55,422)                   (2,050,041)
---------------------------------------------------------------------------------------------------------------------------

 BALANCE, June 30, 1994         110,844,594  110,844       51,132       876,832      (4,100,082)    (107,146)     (22,245)
Net earnings                                                                            200,832
Dividends ($0.96 per share)                                                            (102,272)
Employee stock plans  
   and other                                               1,793        (4,012)         710,422       17,199       (1,187)
Treasury stock acquired                                                              (2,650,970)     (78,270) 
Translation adjustments                                                                                               413
---------------------------------------------------------------------------------------------------------------------------
 BALANCE, June 30, 1995         110,844,594  110,844       52,925       971,380      (6,040,630)    (168,217)     (23,019)
Net earnings                                                            222,092 
Dividends ($1.06 per share)                                            (110,447)
Employee stock plans  
   and other                                                3,435        (4,236)        725,500       14,936       (9,949)
Treasury stock acquired                                                              (2,533,812)     (98,112) 
Translation adjustments                                                                                           (11,545)
---------------------------------------------------------------------------------------------------------------------------
 BALANCE, June 30, 1996         110,844,594  110,844       56,360     1,078,789      (7,848,942)    (251,393)     (44,513)
Net earnings                                                            249,442
Dividends ($1.16 per share)                                            (119,963)
Employee stock plans 
   and other                                               10,443          (744)      1,095,886       16,381       (1,213)
Treasury stock acquired                                                               (927,000)      (54,063)
Translation adjustments                                                                                           (14,324)
---------------------------------------------------------------------------------------------------------------------------
 BALANCE, June 30, 1997         110,844,594 $110,844      $66,803    $1,207,524      (7,680,056)   $(289,075)    $(60,050)
================================================================= ==========================================================

See Notes to Consolidated Financial Statements.

</TABLE>

<PAGE>

STATEMENTS OF CONSOLIDATED CASH FLOWS

<TABLE>
<CAPTION>
Years ended June 30 (in thousands)                         1997             1996               1995 
------------------------------------------------------------------------------------------------------
 <S>                                                    <C>              <C>                <C>
OPERATIONS
Net earnings                                           $249,442         $222,092           $200,832
Adjustments to reconcile to net cash provided
     by operations:
     Depreciation and amortization                      126,386          116,534            103,866
     Deferred income taxes                                2,120            2,020             15,386
     Other                                               (3,864)          16,057              7,498
     Effects of changes in:
          Accounts receivable                            (1,706)          27,447            (58,314)
          Inventories                                   (24,299)          (5,132)           (11,723)
          Prepaid expenses                               (4,458)           7,653             (1,892)
          Accounts payable                              (26,024)          17,890             21,771
          Accrued liabilities                            37,866            2,561             15,630
          Income taxes payable                            6,625             (457)            (2,205)
------------------------------------------------------------------------------------------------------
          Net cash provided by operations               362,088          406,665            290,849 
------------------------------------------------------------------------------------------------------
 INVESTING ACTIVITIES
Property, plant and equipment                           (95,188)         (84,804)           (62,911)
Businesses purchased                                   (469,701)        (165,231)           (97,651)
Disposal of property, plant and equipment                 6,116            2,671              8,707 
Other                                                   (13,871)         (47,312)           (23,299)
------------------------------------------------------------------------------------------------------
          Net cash used for investment                 (572,644)        (294,676)          (175,154)
------------------------------------------------------------------------------------------------------
 FINANCING ACTIVITIES
Long-term borrowings                                    199,077          110,000             47,298 
Long-term debt and Other Obligations repayments         (22,678)         (14,732)            (2,806) 
Forward purchase financing agreements                      -            (110,045)           (31,138) 
Short-term borrowings                                   193,926           50,763             62,115 
Cash dividends                                         (119,963)        (110,447)          (102,272) 
Treasury stock acquired                                 (54,063)         (98,112)           (78,270) 
Employee stock plans and other                           24,475           14,082             10,786
------------------------------------------------------------------------------------------------------
          Net cash provided by (used for) financing     220,774         (158,491)           (94,287) 
------------------------------------------------------------------------------------------------------
 Net increase (decrease) in cash and 
  short-term investments                                 10,218          (46,502)            21,408 
Cash and short-term investments:
   Beginning of year                                     90,828          137,330            115,922
------------------------------------------------------------------------------------------------------
   End of year                                         $101,046         $ 90,828           $137,330 
======================================================================================================

CASH PAID FOR
  Interest (net of amounts capitalized)                $ 51,813         $ 36,576           $ 25,479
  Income taxes                                          120,223          116,799            106,821 
NONCASH TRANSACTIONS
  Liabilities arising from businesses purchased        $107,227         $ 75,690           $ 25,047
=====================================================================================================
See Notes to Consolidated Financial Statements. 

</TABLE>
<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1     SIGNIFICANT ACCOUNTING POLICIES

NATURE OF OPERATIONS AND PRINCIPLES OF CONSOLIDATION     The 
Company is principally engaged in the production and marketing
of nondurable consumer products through grocery stores, mass 
merchandiser and other retail outlets. The consolidated 
financial statements include the statements of the Company and
its majority-owned and controlled subsidiaries. All significant
intercompany transactions and accounts are eliminated in 
consolidation. 

STOCK SPLIT     On July 15, 1997, the Company's Board of 
Directors authorized a 2-for-1 split of its common stock 
effective September 2, 1997, in the form of a stock dividend 
for stockholders of record at the close of business on July 28,
1997. All share and per-share amounts in the accompanying 
consolidated financial statements have been restated to give 
effect to the stock split. 

ACCOUNTING ESTIMATES     The preparation of consolidated 
financial statements in conformity with generally accepted
accounting principles requires management to make estimates
and assumptions that affect reported amounts and related 
disclosures. Actual results could differ from estimates and 
assumptions made. 

SHORT-TERM INVESTMENTS     Short-term investments consist of 
money market and other high-quality instruments with an initial
maturity of three months or less and are stated at cost, which
approximates market value.

INVENTORIES     Inventories are stated at the lower of cost or
market. Cost of the majority of inventories is determined on 
the last-in, first-out (LIFO) method. Cost of the remainder of
the inventories is determined generally on the first-in, first-
out (FIFO) method.

PROPERTY, PLANT AND EQUIPMENT    Property plant and equipment are 
stated at cost. Depreciation is calculated by the straight-line 
method over the estimated useful lives of the depreciable assets. 
Carrying values are reviewed periodically for impairment whenever 
events or changes in circumstances indicate that the carrying 
amount of an asset may not be recoverable. 

BRANDS, TRADEMARKS, PATENTS AND OTHER INTANGIBLES     Brands, 
trademarks, patents and other intangible assets arising from 
transactions after October 30, 1970 are amortized over their 
estimated useful lives up to a maximum of 40 years. Carrying 
values are reviewed periodically and a determination of 
impairment is made based on estimates of future cash flows, 
undiscounted and without interest charges. 

INVESTMENTS IN AFFILIATES     The Company holds minority 
investments in foreign entities which are accounted for under 
the equity method. The most significant investment is a 20% 
equity ownership in Henkel Iberica, S.A. of Spain.

FORWARD PURCHASE FINANCING AGREEMENTS     In connection with 
the financing of an acquisition in Argentina in 1996 and the 
acquisition of the Brita water filtration systems business in 
Canada in 1995, the Company entered into forward purchase 
agreements with third parties whereby the Company has purchased
preferred stock of certain of its foreign subsidiaries for 
future delivery from third parties who have the right to 
acquire this preferred stock according to the terms of certain
subscription agreements. The difference between the purchase 
price and the subscription price of the preferred stock is 
being accreted on a straight-line basis over the terms of 
the agreements. 

INCOME TAXES     The Company uses the asset and liability 
method to account for income taxes. 

FOREIGN CURRENCY TRANSLATION     Local currencies are the 
functional currencies for most of the Company's foreign 
operations. Assets and liabilities are translated using the 
exchange rates in effect at the balance sheet date. Income and
expenses are translated at the average exchange rates during 
the year. Translation gains and losses, and the effects of 
exchange rate changes on transactions designated as hedges of 
net foreign investments, are reported in stockholders' equity.
Transaction gains and losses and foreign currency gains and 
losses where the U.S. dollar is the functional currency are 
included in net earnings.

EARNINGS PER COMMON SHARE     Earnings per common share are 
computed by dividing net earnings by the weighted average 
number of common shares outstanding during each year. The 
potential dilution from the exercise of stock options is not 
material.

MAJOR CUSTOMER     Sales to the Company's largest customer, 
Wal-Mart Stores, Inc. and its affiliates, were 15%, 14% and 13%
of consolidated net sales in 1997, 1996 and 1995, respectively.

DERIVATIVE FINANCIAL INSTRUMENTS     The use of financial 
instruments is limited to purposes other than trading and 
includes management of interest rate movements (interest rate 
swaps) and foreign currency exposure (forward contracts) 
related to supply contracts, accounts receivable, and net 
investments in foreign subsidiaries and they are treated as 
off-balance sheet items. Foreign currency forward contracts are
used to hedge certain short-term and long-term debt instruments
and are recognized when mark to market adjustments are made for
exchange rate changes. Gains or losses on hedges of existing 
assets are included in the carrying amounts and are recognized 
in earnings when those assets are liquidated. Gains or losses 
arising from hedges of firm commitments and anticipated 
transactions are deferred and recognized in earnings or as an 
adjustment of carrying amounts when the hedged transaction 
occurs. Interest rate swap agreements are accounted for using 
the settlement basis of accounting. As such, no gains or losses
are recorded for movements in the swaps' values during the 
term of the agreements. 

STOCK-BASED COMPENSATION     The Company continues to account
for stock-based compensation using the intrinsic value method 
prescribed in Accounting Principles Board Opinion No. 25, 
"Accounting for Stock Issued to Employees". Compensation cost 
for stock options, if any, is measured as the excess of the 
quoted market price of the Company's stock at the date of grant
over the amount an employee must pay to acquire the stock. 
Restricted stock is recorded as compensation cost over the 
requisite vesting periods based on the market value on the date
of grant. Compensation cost for shares issued under performance
share plans is recorded based upon the current market value of
the Company's stock at the end of each period.

Statement of Financial Accounting Standards ("SFAS") No. 123, 
"Accounting for Stock-Based Compensation" established accounting
and disclosure requirements using a fair-value-based method of
accounting for stock-based employee compensation plans. The 
Company has elected to remain on its current method of 
accounting as described above, and has adopted the disclosure 
requirements of SFAS No. 123. 

IMPACT OF NEW ACCOUNTING STANDARDS    In February 1997, the 
Financial Accounting Standards Board ("FASB") issued SFAS 
No. 128, "Earnings per Share" ("EPS"). SFAS No. 128 requires 
dual presentation of basic EPS and diluted EPS on the face of 
all income statements issued after December 15, 1997 for all 
entities with complex capital structures. Basic EPS is 
computed as net earnings divided by the weighted average number
of common shares outstanding for the period. Diluted EPS 
rejects the potential dilution that could occur from common 
shares issuable through stock options, warrants and other 
convertible securities. Basic EPS and diluted EPS for 1997, 
1996 and 1995 are not materially different than the Earnings 
per Common Share amounts shown on the Statements of 
Consolidated Earnings for those years.

In June 1997, the FASB issued SFAS No. 130, "Reporting 
Comprehensive Income" which requires that an enterprise report,
by major components and as a single total, the change in its 
net assets during the period from nonowner sources; and No. 
131, "Disclosures about Segments of an Enterprise and Related 
Information" which establishes annual and interim reporting 
standards for an enterprise's operating segments and related 
disclosures about its products, services, geographic areas, and
major customers. Adoption of these statements will not impact 
the Company's consolidated financial position, results  of 
operations or cash flows, and any effect will be limited to the
form and content of its disclosures. Both statements are 
effective for fiscal years beginning after December 15, 1997.

 NOTE 2      ACQUISITIONS

Acquisitions in 1997 totaled $469,701,000 and included the 
acquisition of Armor All Products Corporation for $360,144,000
on December 31, 1996. Armor All markets the leading line of 
automotive cleaning products. Net assets acquired, at fair 
values, included working capital assets of $51,183,000 and 
liabilities  of $67,485,000, and property, plant and equipment 
of $7,659,000. Intangible assets of $368,787,000, principally 
brands and trademarks, will be amortized over 40 years. Other 
businesses purchased for $109,557,000 included the Shell Group's
non-core line of household products in Chile, the Pinoluz brand
of pine cleaner in Argentina, and the Limpido brand of liquid 
bleach and an increase in ownership in Tecnoclor S.A., both in 
Colombia. Net assets acquired, at fair value, included net 
working capital of $9,427,000; property, plant and equipment 
of $2,425,000; and brands, trademarks and intangibles of 
$97,705,000, which will be amortized over periods of up to 40 
years.

Acquisitions in 1996 totaled $165,231,000 and included Black 
Flag insecticides, Lestoil cleaner, the Poett San Juan home 
cleaning products business in Argentina, and the Electroquimicas
Unidas S.A.C.I. business in Chile. Approximately $143,019,000
of the acquisition cost has been allocated to brands, 
trademarks and other intangibles to be amortized over estimated
lives of up to 40 years. Purchases included, at fair value, 
assets of $97,902,000, and the assumption of liabilities of 
$75,690,000.

Acquisitions in 1995, which totaled $97,651,000, included Brita
International Holdings, Inc., a Canadian-based manufacturer 
and marketer of Brita water filtration systems, and eight 
foreign investments. Approximately $96,337,000 of the 
acquisition cost was allocated to brands, trademarks, and other
intangibles to be amortized over estimated lives of up to 40 
years. Acquisitions included, at fair value, assets of 
$26,361,000 and the assumption of liabilities of $25,047,000.
Operating results of acquired businesses are included in 
consolidated net earnings from the date of acquisition. All 
acquisitions were accounted for as purchases and were funded 
from cash provided by operations, long-term debt, and 
commercial paper.

NOTE 3     INVENTORIES

The major classes are (in thousands):
                                         1997            1996

-------------------------------------------------------------

Finished goods and work in process   $109,189        $ 82,261
 Raw materials and supplies            61,151          56,587
-------------------------------------------------------------
 Total                               $170,340        $138,848
=============================================================
 
    Had the cost of inventories been determined using the FIFO
method, inventories would have been higher by approximately 
$14,614,000 at June 30, 1997 and $13,320,000 at June 30, 1996.
The LIFO method was used to value approximately 60% of the 
inventory at June 30, 1997 and 1996.

NOTE 4     PROPERTY, PLANT AND EQUIPMENT

The major classes are (in thousands):
                                         1997           1996
------------------------------------------------------------
Land and improvements              $   68,772       $ 63,474
Buildings                             292,846        274,895
Machinery and equipment               647,158        577,015
Construction in progress               36,631         45,897
------------------------------------------------------------
Total                               1,045,407        961,281
Less accumulated depreciation         474,762        409,844
------------------------------------------------------------
Net                                $  570,645       $551,437
============================================================

Depreciation expense was $72,498,000 in 1997, $72,619,000 in
1996 and $66,886,000 in 1995.

NOTE 5      BRANDS, TRADEMARKS, PATENTS AND

OTHER INTANGIBLES-NET

 The major classes are (in thousands):
                                         1997           1996
------------------------------------------------------------
Brands and trademarks              $1,204,479       $722,149
Patents and other intangibles         173,437        133,096
------------------------------------------------------------
Total                               1,377,916        855,245
Less accumulated amortization         190,965        150,576
------------------------------------------------------------
Net                                $1,186,951       $704,669

============================================================
Brands and trademarks include $41,708,000 of continuing value
arising from transactions prior to October 31, 1970.

NOTE 6     OTHER ASSETS
The major components are (in thousands):
                                         1997           1996
------------------------------------------------------------
Forward purchase
  financing agreements               $156,919       $146,524
Other                                  96,936        103,386
------------------------------------------------------------
Total                                $253,855       $249,910
============================================================

The cost to acquire preferred stock of certain foreign 
subsidiaries according to terms of forward purchase financing
agreements was $141,183,000 during 1996. The difference 
between cost and the third-party subscription price of the 
preferred stock is being accreted on a straight-line basis 
over five years. The amount of accretion included in other 
income was $10,395,000 in 1997 and $5,341,000 in 1996.

NOTE 7     ACCRUED LIABILITIES

Advertising costs included in accrued liabilities at June 
30, 1997 and 1996 were $167,847,000 and $121,877,000, 
respectively.

NOTE 8     SHORT-TERM DEBT

The major components are (in thousands):
                                         1997           1996
------------------------------------------------------------
Commercial paper                     $225,167       $167,241
Other                                 144,806         25,442
------------------------------------------------------------
Total                                $369,973       $192,683
============================================================

The weighted average borrowing rates on commercial paper 
outstanding was 5.6% and 5.4%, respectively. Other in 1997 
included $136,000,000  of redeemable subsidiary preference 
shares. This borrowing arrangement was refinanced by commercial
paper borrowings in July 1997 at a rate of approximately 5.5%.

NOTE 9     LONG-TERM DEBT

The principal components are (in thousands):
                                         1997           1996
------------------------------------------------------------
8.8% Non-callable notes due August 
  2001,  including net unamortized 
  premium of $140 and $173, 
  respectively                       $200,140       $200,173

Redeemable subsidiary preference 
  shares due  April 2002 with a 
  preferred dividend rate of 5.3%     195,540            -

Bank loans due March 2001, including
  accrued unpaid interest of
  $10,955 and $2,325 at
  rates ranging from 3.5% to 7.9%     154,730        140,562

Other debt                             19,067         15,823
------------------------------------------------------------
                                      569,477        356,558
Less current maturities                 3,551            291
------------------------------------------------------------
Long-term debt                       $565,926       $356,267
============================================================

In 1997, the Company issued redeemable preference shares of 
one of its subsidiaries to private investors. These shares 
have no voting rights and have a preference as to distributions.
Simultaneous with the issuance of the shares, the Company and 
the private investors entered into a series of agreements 
which effectively enforce redemption of the shares and provide 
the private investors with no risk of ownership. The agreements
are denominated in foreign currencies which have been Fixed at 
the above dollar values through the use of forward currency 
agreements. Dividend payments on the preference shares are 
classified as interest expense.

The Company has a $350,000,000 credit agreement with a 
syndication of banks which expires on April 30, 2002. The 
credit agreement requires maintenance of a minimum net worth 
of $704,000,000. At June 30, 1997, there are no borrowings 
under the credit agreement and it is available for general 
corporate purposes and for the support of additional 
commercial paper issuance.

Long-term debt repayments are scheduled to be $154,730,000, 
$395,680,000, and $15,516,000 in 2001, 2002, and years 
thereafter, respectively.

NOTE 10     FINANCIAL INSTRUMENTS

In order to manage the impact of interest rate movements, the 
Company has various interest rate swap agreements. The 
transactions effectively convert a portion of the Company's
interest rate exposure on its 8.8% Fixed rate non-callable 
notes to a floating rate. The effect of the swap agreements on
the 8.8% Fixed rate notes reduced interest expense by $687,000,
$522,000 and $573,000 in 1997, 1996 and 1995, respectively, 
and resulted in effective borrowing rates of approximately 8.5%
in each of these years. Under the terms of these agreements, 
the Company agreed with other parties to exchange, at specified
intervals, the difference between Fixed-rate and floating-rate
interest amounts as calculated by reference to agreed upon 
notional principal amounts. LIBOR is used as the variable rate
index for the calculation.

In 1996, the Company entered into a Canadian dollar interest
rate swap that converted a portion of the exposure of floating
interest rate Canadian debt to a Fixed rate of 6.3%. This swap
agreement resulted in an effective borrowing rate of 6.0% and 
6.9% in 1997 and 1996.

Exposure to counterparty credit risk has been decreased by 
entering into these agreements only with major financial 
institutions that are expected to fully perform under the terms
of the swap agreements.

Notional amounts outstanding (in thousands) and weighted 
average rates at June 30 are:

                              1997         1996
-----------------------------------------------
Received Fixed/pay
  floating - notional
  amounts                 $100,000     $100,000

  Weighted average
    receive rate              6.3%         6.3%

  Weighted average
    pay rate                  6.0%         5.9%

Pay Fixed/received
  floating notional
  amounts                 $ 25,665     $ 75,665

  Weighted average
    pay rate                  6.7%         7.4%

  Weighted average
    receive rate              5.2%         6.4%
===============================================

    Original terms to maturity were from 7 1/2 to 7 3/4 years
where Fixed rates are received and at June 30, 1997, the 
remaining term for these agreements was approximately 4 years.
Original terms to maturity where Fixed rates are paid were 
1 3/4 to 2 years. Two of these agreements expired during 1997
and the remaining agreement expires during 1998.

Foreign currency forward contracts may be used periodically
to manage foreign exchange risks associated with export sales
and purchases from foreign suppliers denominated in a foreign
currency, net investments in foreign subsidiaries, and other 
third-party or intercompany foreign currency obligations. These
contracts are entered into with major financial institutions 
thereby decreasing the risk of loss. Foreign currency forward 
contracts with notional amounts totaling $427,677,000 and 
$100,900,000 were outstanding at June 30, 1997 and 1996, 
respectively. Included in 1997 are $331,500,000 of sterling 
denominated notional amounts, and 1997 and 1996 amounts also 
include $88,250,000 and $90,000,000, respectively, of Argentine
peso contracts. The balance of the 1997 amount and the 1996 
amount is Canadian dollar denominated contracts and the 
majority of these contracts will expire prior to June 30, 1998.

FAIR VALUES     The Company has used market information for 
similar instruments and applied judgment to estimate fair 
values of financial instruments. The carrying values of cash 
and short-term investments, accounts receivable and payable 
approximate fair values due to their short-term nature. 

The values of other financial instruments at June 30 are 
(in thousands):

                                   1997                   1996
--------------------------------------------------------------
                        Book       Fair        Book       Fair
--------------------------------------------------------------
Forward 
   purchase 
   financing 
   agreements     $ 156,919  $ 156,919   $ 146,524  $ 146,524
Short-term debt    (369,973)  (375,455)   (192,683)  (192,683)
Long-term debt     (565,926)  (585,523)   (356,267)  (373,267)
Foreign 
  exchange 
  contracts(1)            -      8,918           -       (211)

Interest rate 

  swaps(1)                -     (2,460)          -      (4,095)

===============================================================

(1) Represents unrealized (gain), loss

NOTE 11     STOCKHOLDERS' EQUITY

In addition to common stock, the Company is authorized to issue
5,000,000 shares of preferred stock with a par value of $1 per 
share, none of which is outstanding.

The Company sold 1,100,000 and 480,000 put options and 
purchased 1,100,000 and 480,000 call options during fiscal 1996
and 1997, respectively, with various strike prices (average of 
$47.87 per share) that expire on various dates through 
September 30, 2005. Upon exercise, each put option requires the
Company to purchase, and each call option allows the Company to
purchase one share of its common stock at the strike price. The
aggregate exercise price of the put options of $75,638,000 at 
June 30, 1997 is netted against treasury shares within equity 
and the aggregate exercise price of the 1996 put options, 
$17,259,000, which was classified as Other Obligations at June 
30, 1996, has been reclassified to treasury shares to conform 
to the June 30, 1997 presentation as a result of the 
renegotiation of option terms. 

NOTE 12     STOCK COMPENSATION PLANS

The Company has three stock option plans that provide for the
granting of stock options to officers and key employees. The
objectives of these plans include attracting and retaining 
the best personnel, providing for additional performance 
incentives, and promoting the success of the Company by 
providing employees the opportunity to acquire common stock. 
The 1996 Stock Incentive Plan ("1996 Plan") is the only plan 
with stock option awards available for grant; prior plans 
have shares exercisable at June 30, 1997. The Company is 
authorized to grant options for up  to 7,000,000 common shares
under the 1996 Plan, of which 2,000 have been granted. 
Options outstanding under the Company's three stock option 
plans have been granted at prices which are either equal to or
above the market value of the stock on the date of grant, vest
over a three-, four-, or five-year period, and expire ten years
after the grant date.

The status of the Company's stock option plans is summarized
 below as of June 30:
                                Number        Weighted
                             of Shares         Average
                        (in thousands)  Exercise Price
------------------------------------------------------
Outstanding at 
  June 30, 1994                 4,716             $ 22

Granted                           774               26
Exercised                        (660)              17
Cancelled                         (70)              26
------------------------------------------------------
Outstanding at 
  June 30, 1995                 4,760               23
Granted                         2,958               41
Exercised                        (834)              19
Cancelled                        (116)              30
------------------------------------------------------
Outstanding at 
  June 30, 1996                 6,768               32
Granted                           646               48
Exercised                      (1,064)              23
Cancelled                        (374)              41
------------------------------------------------------
Outstanding (held by 
  215 optionees) 
  at June 30, 1997              5,976             $ 34
======================================================
Options exercisable at:
June 30, 1997                   2,760             $ 26
June 30, 1996                   2,848               23
June 30, 1995                   2,658               20
======================================================

     The Company continues to account for stock-based 
compensation using the intrinsic value method prescribed by
Accounting Principles Board Opinion No. 25, "Accounting for 
Stock Issued to Employees", under which no compensation cost
for stock options is recognized for stock option awards 
granted at or above fair market value. Had compensation 
expense for the Company's three stock-based compensation 
plans been determined based upon fair values at the grant 
dates for awards under those plans in accordance with SFAS 
No. 123, "Accounting for Stock-Based Compensation" the 
Company's net earnings and earnings per share would have 
been reduced to the pro forma amounts indicated at the above 
right. The pro forma effects of applying SFAS 123 are not 
indicative of future amounts because this statement does not 
apply to awards granted prior to fiscal year 1996. Additional
stock option awards are anticipated in future years.

                                    1997         1996
-----------------------------------------------------
Net earnings (in thousands)
  As reported                   $249,442     $222,092
  Pro forma                      244,357      220,576
Earnings per share
  As reported                      $2.41        $2.14
  Pro forma                         2.37         2.13
=====================================================

The weighted average fair value of options granted during 1997
and 1996 estimated on the date of grant using the Black-Scholes
option-pricing model was $11.46 and $9.92, respectively. The 
fair value of 1997 and 1996 options granted is estimated on 
the date of grant using the following assumptions: dividend 
yield of 3%, expected volatility of 19%, risk-free interest 
rate range of 5.9% to 6.3% depending on grant date, and an 
expected life ranging from 4 to 9 years.

<TABLE>
<CAPTION>

     Summary information about the Company's stock options
outstanding at June 30, 1997:

                          Outstanding     Weighted Average                             Exercisable      
Range of                   at 6/30/97          Contractual      Weighted Average        at 6/30/97      Weighted Average
Exercise Price         (in thousands)     Periods in Years        Exercise Price     (in thousands)       Exercise Price
-------------------------------------------------------------------------------------------------------------------------
<S>                        <C>                    <C>                  <C>               <C>                  <C>  
$16-$21                      544                  1.8                  $19                 544                $19
 21- 29                    1,650                  6.2                   25               1,450                 25
 29- 38                    1,148                  7.5                   33                 764                 32
 41- 49                    2,602                  9.2                   44                   2                 48
 49- 61                       32                  9.3                   52                   -                  -
-------------------------------------------------------------------------------------------------------------------------
$16-$61                    5,976                  7.0                  $34               2,760                $26
=========================================================================================================================
</TABLE>
<PAGE>


NOTE 13     LEASES

The Company leases transportation equipment and a limited 
number of its manufacturing, warehousing and office facilities.
Most leases are classified as operating leases and will expire 
over the next five years. Future total minimum lease payments 
are $10,701,000, and do not exceed $4,511,000 in any one year.
Rental expense was $11,234,000 in 1997, $9,899,000 in 1996 and
$11,424,000 in 1995.

Space not occupied by the Company in its headquarters building
is let to other tenants under operating leases expiring through
2006. Future minimum rentals to be received are $4,117,000 and
do not exceed $1,264,000 in any one year. 

NOTE 14     OTHER (INCOME) EXPENSE, NET

The major components are (in thousands):
                                1997        1996        1995 
-------------------------------------------------------------
Amortization
  of intangibles             $40,193     $30,439     $26,582
Equity in earnings
  of affiliates              (14,045)     (9,793)     (4,441)
Interest income               (7,724)     (8,132)     (7,796)
Royalty income                (8,391)     (7,622)     (7,110)
Other, net                   (15,293)      1,473     (11,192)
-------------------------------------------------------------
Total                        $(5,260)    $ 6,365     $(3,957)
=============================================================

NOTE 15     INCOME TAXES

Income tax expenses are (in thousands):

                                1997        1996        1995 
-------------------------------------------------------------
Current
   Federal                 $129,762     $109,964    $ 96,444
   State                     19,189       22,532      19,778
   Foreign                   15,502       13,779       5,454
-------------------------------------------------------------
Total current               164,453      146,275     121,676
-------------------------------------------------------------
Deferred
   Federal                      501          778      12,232
   State                        277          709         688
   Foreign                    1,342          533       2,466
-------------------------------------------------------------
Total deferred                2,120        2,020      15,386
-------------------------------------------------------------
Total expense              $166,573     $148,295    $137,062
=============================================================
Effective income
  tax rate                    40.0%        40.0%       40.6%
=============================================================

     The reconciliation between the Company's effective income
tax rate and the statutory federal income tax rate is as 
follows:

                                  1997      1996      1995 
------------------------------------------------------------
Federal statutory rate            35.0%     35.0%     35.0% 
State income taxes, 
   net of federal tax 
   benefit                         3.0       4.0       3.9 
Taxes on foreign 
   earnings                        1.7       1.8       1.5 
Other                              0.3      (0.8)      0.2 
Effective income
   tax rate                       40.0%     40.0%     40.6%
===========================================================

Undistributed earnings of foreign subsidiaries that are 
considered to be reinvested indefinitely totaled $35,549,000 at 
June 30, 1997.

The net deferred income tax liabilities (assets), both current 
and non-current at June 30, result from the tax effects of the 
following temporary differences (in thousands):

                                      1997          1996 
---------------------------------------------------------
Amortization/depreciation         $ 71,092      $ 64,605 
Safe harbor lease agreements        23,170        26,431 
Unremitted foreign earnings         44,052        45,096 
Post employment benefits           (21,706)      (19,143)
Other                               31,534        20,432 
---------------------------------------------------------
Total                             $148,142      $137,421 
=========================================================

NOTE 16     EMPLOYEE BENEFIT PLANS

RETIREMENT INCOME PLANS     The Company has defined benefit 
pension plans for substantially all its domestic employees. 
Benefits are based on either employee years of service and 
compensation or stated dollar amount per year of service. The 
Company is the sole contributor to the plans, in amounts 
deemed necessary to provide benefits and to the extent 
deductible for federal income tax purposes. Assets of the plans
consist primarily of stocks and bonds. The components of 
pension expense are (in thousands):

                                  1997       1996       1995 
-------------------------------------------------------------
Service cost - benefits
  earned in current
  year                         $ 5,877    $ 6,238    $ 6,944 
Interest on projected
  benefit obligation            10,162      9,343      8,913
Return on plan assets:
  Actual gain                  (30,131)   (25,026)   (19,347)
  Deferral of the 
  actual gain in
  excess of the 
  assumed rate of
  8.75% in 1997 
  and 1996, and 8%
  in 1995                       16,146     12,831      9,702
Other gains, including 
  amortization over
  15 years of the net
  pension transition
  asset at July 1, 1985         (1,212)    (1,075)      (701)
-------------------------------------------------------------
Total pension expense          $   842    $ 2,311    $ 5,511 
=============================================================

     The plans' funded status at June 30 is as follows 
(in thousands):

                                        1997        1996 
---------------------------------------------------------
Actuarial present value of the 
   accumulated benefit 
   obligation, including 
   vested benefits of $120,961 
   in 1997 and $106,508 in 1996     $125,393    $110,435 
=========================================================
Plans' assets at market value        188,172     164,080 
Projected benefit obligation,
   determined using a
   discount rate of 8% and
   including the effect of an
   assumed annual increase
   in future compensation
   levels of 4.5%                    140,389     129,721 
---------------------------------------------------------
Excess of plans' assets over
   projected benefit obligation       47,783      34,359 
Less deferrals:
   Remaining unamortized
   balance of net pension
   transition asset at
   July 1, 1985                       (5,397)     (7,044)
   Prior service cost                 (1,256)     (2,049) 
   Other net gains                   (19,799)     (5,157) 
---------------------------------------------------------
Accrued pension asset
   included in other assets         $ 21,331    $ 20,109  
=========================================================

The Company has defined contribution plans for most of its 
domestic employees not covered by collective bargaining 
agreements, to which it has contributed through June 30, 1995
based on its earnings or participants' contributions. Effective
July 1, 1995, the Company's contribution is based on the Clorox
Value Measure economic value measurement system, defined as net
operating earnings after tax less a capital charge for net 
assets employed. The Company also participates in multi-
employer pension plans for certain of its hourly-paid 
production employees and contributes to those plans based on 
collective bargaining agreements. The aggregate cost of the 
defined contribution and multi-employer pension plans was 
$20,800,000 in 1997, $17,006,000 in 1996, and $12,427,000 
in 1995.

RETIREMENT HEALTH CARE     The Company  provides certain 
health care benefits for employees who meet age, participation
and length of service requirements at retirement. The plans 
pay stated percentages of covered expenses after annual 
deductibles have been met. Benefits paid take into 
consideration payments by Medicare. The plans are not prefunded
and the Company has the right to modify or terminate certain
of these plans.
Postretirement health care expense consists of the following 
(in thousands):

                                  1997       1996       1995 
-------------------------------------------------------------
Service cost - benefits
  earned in the current year     $2,038     $2,738     $2,643
Interest on accumulated 
  benefit obligation              3,392      3,365      3,041
-------------------------------------------------------------
Total postretirement
  health care expense            $5,430     $6,103     $5,684
=============================================================

Benefits paid were $2,437,000, $1,306,000 and $1,191,000 in 
fiscal years 1997, 1996 and 1995, respectively.

The accumulated postretirement benefit obligation (APBO) 
includes the following at June 30 (in thousands):

                                       1997       1996
-------------------------------------------------------
Retirees                            $16,909    $11,892 
Active employees                     30,150     35,770 
Deferral of net gains                 9,351      5,755 
-------------------------------------------------------
Total unfunded accrued
  benefit obligation 
  included in  
  other obligations                 $56,410    $53,417 
=======================================================

The assumed health care cost trend rate used in measuring 
the APBO was 6.5% for 1997, gradually declining to 5.5% in 1999
and years thereafter. Changes in these rates can have a 
significant effect on amounts reported. A one percentage-point 
increase in the trend rates would increase the June 30, 1997 
accumulated postretirement benefit obligation by $4,041,000 
and increase 1997 expense by $599,000. The discount rate used 
to determine the APBO was 8%.

NOTE 17     INDUSTRY SEGMENT INFORMATION

The Company's operations are predominately in the non-durable 
consumer products industry and include the manufacture and 
marketing of products through grocery and other retail stores. 
Operations include those in the United States, Puerto Rico, and
foreign countries. Foreign operations are principally in Latin 
American countries including Argentina, Brazil, Chile and 
Mexico. Earnings before income taxes for domestic and foreign 
operations represent operating profits, while corporate pretax 
earnings and identifiable assets include interest income and 
expense and other non-allocable items of earnings, all cash, 
marketable securities, forward purchase financing agreements 
and the corporate headquarters facility. Financial information
by geographic area for 1997, 1996 and 1995 is summarized as 
follows:

NET SALES             1997           1996           1995
--------------------------------------------------------
Domestic        $2,143,519     $1,915,268     $1,802,993
Foreign            389,132        302,575        181,177
--------------------------------------------------------
Total           $2,532,651     $2,217,843     $1,984,170
========================================================

EARNINGS BEFORE
INCOME TAXES          1997           1996           1995
--------------------------------------------------------
Domestic        $  486,836     $  442,694     $  412,627
Foreign             32,659         14,525          5,709
Corporate         (103,480)       (86,832)       (80,442)
---------------------------------------------------------
Net             $  416,015     $  370,387     $  337,894
=========================================================

IDENTIFIABLE ASSETS   1997           1996           1995
--------------------------------------------------------
Domestic        $1,587,921     $1,210,884     $1,255,574
Foreign            747,944        534,251        297,999
Corporate          442,087        433,759        353,099
--------------------------------------------------------
Total           $2,777,952     $2,178,894    $1,906,672
========================================================

NOTE 18     CONTINGENT LIABILITIES

The Company is subject to various lawsuits and claims arising 
out of its businesses which include contracts, environmental 
issues, product liability, patent and trademark matters, and 
taxes. In the opinion of management, after consultation with 
counsel, the disposition of these matters will not have a 
material adverse effect, individually or in the aggregate, on 
the Company's financial position, results of operations, or 
liquidity.


RESPONSIBILITY FOR CONSOLIDATED FINANCIAL STATEMENTS
The management of the Company is responsible for the integrity
and objectivity of the financial statements included in this 
Annual Report. In fulfilling this responsibility, management 
maintains an effective system of internal accounting controls
and supports a comprehensive internal audit program.

The Board of Directors has an Audit Committee consisting of 
independent directors. The Audit Committee meets regularly 
with management, internal auditors and Deloitte & Touche LLP, 
independent auditors. Deloitte & Touche LLP and the internal 
auditors have full authority to meet with the Audit Committee, 
either with or without management representatives present.

Deloitte & Touche LLP have completed their audit of the 
accompanying consolidated financial statements. Their report 
follows. 

INDEPENDENT AUDITORS' REPORT 

THE STOCKHOLDERS AND BOARD OF DIRECTORS
OF THE CLOROX COMPANY:

We have audited the accompanying consolidated balance sheets 
of The Clorox Company and its subsidiaries (the Company) as 
of June 30, 1997 and 1996, and the related statements of 
consolidated earnings, consolidated stockholders' equity and 
consolidated cash flows for the years ended June 30, 1997, 
1996, and 1995. These financial statements are the 
responsibility of the Company's management. Our responsibility
is to express an opinion on these financial statements based 
on our audits.

We conducted our audits in accordance with generally accepted 
auditing standards. Those standards require that we plan and 
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. 
An audit includes examining, on a test basis, evidence 
supporting the amounts and disclosures in the financial 
statements. An audit also includes assessing the accounting 
principles used and significant estimates made by management, 
as well as evaluating the overall financial statement 
presentation. We believe that our audits provide a reasonable 
basis for our opinion.

In our opinion, such consolidated financial statements present
fairly, in all material respects, the financial position of 
the Company at June 30, 1997 and 1996, and the results of their
operations and their cash flows for the years ended June 30, 
1997, 1996 and 1995 in conformity with generally accepted 
accounting principles.

/s/ DELOITTE & TOUCHE LLP                          [LOGO]
Deloitte & Touche LLP 

San Francisco, California 
July 30, 1997, except for the second paragraph of
Note 1 as to which the date is September 2, 1997.


<TABLE>
<CAPTION>


 QUARTERLY DATA

In thousands, except per-share amounts.     1st Quarter     2nd Quarter     3rd Quarter     4th Quarter            Year
-----------------------------------------------------------------------------------------------------------------------
<S>                                            <C>            <C>             <C>             <C>           <C>

YEAR ENDED June 30, 1997 

Net Sales                                      $590,773       $530,215        $649,209        $762,454      $2,532,651
Cost of Products Sold                           257,361        235,626         287,862         342,610       1,123,459
Net Earnings                                     65,510         43,915          65,620          74,397         249,442

PER COMMON SHARE 
Net Earnings                                   $    .64        $   .42        $    .64        $    .72      $     2.41
Dividends                                           .29            .29             .29             .29            1.16
Market Price (NYSE)
   High                                          50 1/4         55 1/8        63 11/16         67 3/32         67 3/32
   Low                                           43 7/16        47 1/2        48  5/8          55              43 7/16
Year-end                                                                                                       66 3/32
Price/earnings ratio, year end                                                                                 27 

YEAR ENDED June 30, 1996 
Net Sales                                      $518,486       $466,789        $560,091        $672,477      $2,217,843
Cost of Products Sold                           231,333        213,171         255,570         307,126       1,007,200
Net Earnings                                     58,779         37,911          59,599          65,803         222,092

PER COMMON SHARE
Net Earnings                                   $    .56        $   .36        $    .58        $    .64      $     2.14
Dividends                                           .27            .26             .27             .26            1.06
Market Price (NYSE)
   High                                        36 11/16         39 5/8        44 11/16         44 9/16        44 11/16
   Low                                         30  7/16         34 5/8        35               39 3/16        30  7/16
   Year-end                                                                                                   44  5/16

Price/earnings ratio, year end                                                                                21

=======================================================================================================================
Share and per share amounts restated to reflect 2-for-1 stock split which was effective September 2, 1997.

</TABLE>
<PAGE>


QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The table below provides information about the Company's market
sensitive financial instruments and constitutes a "forward-
looking statement."  The Company's major market risk exposure
is changing interest rates, primarily in the United States.  The
Company's policy is to manage interest rates through use of
a combination of fixed and floating rate debt.  Interest rate
swaps may be used to adjust interest rate exposures when 
appropriate, based upon market conditions.  A portion of the
Company's borrowings are denominated in foreign currencies
which exposes the Company to market risk associated with
exchange rate movements.  The Company's policy generally
is to hedge major foreign currency cash exposures through
foreign exchange forward contracts.  These contracts are entered
into with major financial institutions thereby minimizing the 
risk of credit loss.  All items described are non-trading and
are stated in U.S. dollars.


<TABLE>
<CAPTION>

<S>                               <C>                   <C>       <C>     <C>         <C>        <C>          <C>
                                                                                                            Fair Value
Expected maturity                                                                                             June 30,
dates (in thousands)                   1998      1999      2000       2001     2002   Thereafter    Total      1997
----------------------------------------------------------------------------------------------------------------------
ASSETS
Forward purchase agreements (a)
  US $ denominated                                                $150,000                       $150,000     $120,765
  Canadian $ denominated                                $ 43,678                                  43,678        36,154

DEBT
Current - commercial paper         $233,973                                                       233,973      233,973
  Average interest rates               5.4%
Current - sterling denominated      136,000                                                       136,000      141,482
  Average interest rates               5.6%
Interest rate swaps                  25,667                        100,000                                       2,460
Non current - sterling denominated                                         $195,540               195,540      199,200
  Average interest rates                                                       5.3%
Non current - Canadian $
 denominated                                                        20,718                         20,718       20,718
  Average interest rates                                              6.3%
Non current - U.S. $ denominated                                   134,012  200,000    $ 15,515   349,527      365,605
  Average interest rates
   - fixed                                                            7.8%     8.8%        9.8%
  Average interest rates
   - variable                                                                              4.3%

FIRM COMMITMENTS,
FORWARD CONTRACTS
Contract notional amount - 
 sterling purchased                136,000                                  195,540                             (8,198)(b)
  Average contractual
   exchange rate                      1.60                                     1.63
========================================================================================================================
(a) Future maturities include accretion of earnings.
(b) Represents unrealized exchange gains related to hedge of sterling denominated debt.

</TABLE>
<PAGE>


<TABLE>
<CAPTION>

FINANCIAL SUMMARY

Years ended June 30
(In thousands, except per-share data)
                   1997       1996       1995       1994      1993        1992        1991      1990       1989       1988

---------------------------------------------------------------------------------------------------------------------------
<S>          <C>        <C>        <C>        <C>         <C>       <C>         <C>        <C>        <C>        <C>
OPERATIONS
Net sales    $2,532,651 $2,217,843 $1,984,170 $1,836,949 $1,634,171 $1 ,547,057 $1,468,370 $1,309,019 $1,199,293 $1,033,747
Percent 
change             14.2       11.8        8.0       12.4        5.6         5.4       12.2        9.1       16.0       10.6
---------------------------------------------------------------------------------------------------------------------------
Cost of 
products
 sold         1,123,459  1,007,200    892,172    820,434    724,753     678,504    672,405    601,322    548,434    450,527
Operating
 expenses       942,814    795,603    732,941    690,584    613,061     612,074    677,468(d) 498,084    458,085    396,910
Other            50,363     44,653     21,163     19,298     21,172      17,382     21,315    (30,755)   (28,189)   (10,897)
---------------------------------------------------------------------------------------------------------------------------
Total costs
 and expenses 2,116,636  1,847,456  1,646,276  1,530,316  1,358,986   1,307,960  1,371,188  1,068,651    978,330    836,540
---------------------------------------------------------------------------------------------------------------------------
Earnings before
 income taxes   416,015    370,387    337,894    306,633    275,185     239,097     97,182    240,368    220,963    197,207
Income taxes    166,573    148,295    137,062    126,640    107,267      97,903     37,361     87,456     79,718     73,460
---------------------------------------------------------------------------------------------------------------------------
Earnings from
 continuing 
 operations     249,442    222,092    200,832    179,993    167,918     141,194     59,821    152,912    141,245    123,747
Earnings 
 (losses) from
 discontinued
 operations           -          -          -     32,064(a)    (867)    (23,429)(b) (7,075)       714    (17,101)(e)  8,823
Cumulative effect
 of accounting
 change               -          -          -          -          -     (19,061)(c)      -          -           -         -
---------------------------------------------------------------------------------------------------------------------------

Net earnings $  249,442 $  222,092 $  200,832 $  212,057 $  167,051  $   98,704 $   52,746  $  153,626 $  124,144 $  132,570
===========================================================================================================================
Percent change,
 continuing
 operations        12.3       10.6       11.6        7.2       18.9       136.0      (60.9)        8.3       14.1       25.0

COMMON STOCK(g)
Weighted average
 shares out-
 standing(f)    103,292    103,869    106,295    107,600    109,396     108,732    108,126     109,746    110,666    110,254
Earnings 
 (losses) per
 common share:
  Earnings from 
  continuing
  operations  $    2.41 $     2.14  $    1.89 $     1.68 $     1.54  $     1.30 $     .56(d)$    1.40  $    1.28 $     1.13
Earnings
 (losses) from
  discontinued
  operations          -          -          -        .29(a)    (.01)      (.21)(b)    (.07)         -       (.16)(e)    .08
 Cumulative effect
  of accounting
  change              -          -          -          -         -        (.18)(c)      -          -          -          -
---------------------------------------------------------------------------------------------------------------------------
Net earnings  $    2.41 $     2.14 $     1.89 $     1.97 $    1.53  $      .91  $      .49 $     1.40 $     1.12 $     1.21
===========================================================================================================================
Dividends(g)  $    1.16 $     1.06 $      .96 $      .90 $     .86  $       .80 $      .74 $      .65 $      .55 $      .46
Stockholders'
 equity at end
 of year(g)       10.04       9.23       9.01       8.52      8.02         7.46       7.24       7.50       7.10       6.60

OTHER DATA
Continuing
 operations
Working capital
 (deficiency) $(219,221)$  (50,041) $ 121,008 $  128,443 $ 160,208  $   (25,322)$  115,626 $  151,602 $  265,569 $  145,780

Property,
 plant and
 equipment-net  570,645    551,437    524,972    532,600   538,101      508,629    441,794    441,681    348,526    312,068

Property
 additions       95,188     84,804     62,911     56,627    72,141      114,353     89,009    134,099     66,551    135,702
 Long-term
 debt           565,926    356,267    253,079    216,088   204,000      203,627    405,341      5,807      5,192     20,739
 Percent 
 return on
 net sales          9.8       10.0       10.1        9.8      10.3          9.1        4.1       11.7       11.8       12.0

Current ratio       0.8        0.9        1.3        1.3       1.4          0.9        1.3        1.7        1.9        1.5
Total assets  2,777,952  2,178,894  1,906,672  1,697,569 1,649,230    1,589,993  1,656,872  1,124,147  1,189,894  1,121,232

Stockholders'
 equity       1,036,046    950,087    943,913    909,417   879,294      813,741    784,276    810,514    786,176    712,854

Percent return
 on average 
 stockholders'
 equity            25.4       23.7       21.7       24.2      19.8        12.3        6.4       19.1       16.4       19.9
===========================================================================================================================
(a)     Includes net gain on the sale of discontinued business of $31,430 or $0.29 per share.

(b)     Includes special charges for the revaluation of certain intangible assets. 

(c)     Nonrecurring charge to recognize the accumulated postretirement health benefit obligation at July 1, 1991,
        resulting from the adoption of  SFAS No. 106. Operating results preceding 1992 were not restated for the adoption
        of this new standard. 

(d)     Includes a charge for restructuring of $125,250 or $0.73 per share. 

(e)     Includes net loss on the disposal of Olympic HomeCare Products of $20,000, or $0.18 per share. 

(f)     Weighted average shares outstanding and earnings per share from 1988 through 1989 assume full dilution from a note
        converted during 1989. 
(g)     Share and per-share amounts restated to reflect 2-for-1 stock split that was effective September 2, 1997.

</TABLE>

<PAGE>



PRINCIPAL RETAIL BRANDS, PRODUCTS & MARKETS

UNITED STATES

LAUNDRY CLEANING ADDITIVES
Clorox   Liquid bleach 
Clorox 2 Dry and liquid color-safe bleaches
Stain Out   Soil and stain remover 

HOME CLEANING
Clorox Toilet Bowl   Toilet bowl cleanser, automatic toilet 
  bowl cleaner 
Clorox Clean-Up   Dilutable household cleaner 
Formula 409   All-purpose spray cleaner, glass and surface 
   cleaner 
Formula 409   Carpet cleaner 
Lestoil   Heavy-duty cleaner 
Liquid-Plumr   Drain opener, buildup remover, septic treatment
Pine-Sol   Dilutable cleaner, spray cleaner 
Soft Scrub   Mild abrasive liquid cleanser, gel 
S.O.S   Steel wool soap pads, scrubber sponges 
Tilex   Instant mildew remover, soap scum remover Tuffy
   Mesh scrubber

AUTOMOTIVE APPEARANCE
Armor All   Protectants, cleaners, waxes and washes 
Rain Dance   Wax and washes 
Rally   Wax 
No.7   Cleaning compound 

CHARCOAL
BBQ Bag   Single-use, lightable bag of charcoal briquets 
Kingsford   Charcoal briquets 
Kingsford   Lighter fluid 
Match Light   Instant-lighting charcoal briquets

INSECTICIDES
Black Flag   Ant and roach, flying insect and other aerosols, 
     foggers and Roach Motel Combat   Roach bait stations and
     gel, ant bait stations, stakes and granules 

CAT LITTER
Fresh Step   Cat litter 
Fresh Step Scoop   
Scoopable cat litter

DRESSINGS & SAUCES
Hidden Valley   Bottled salad dressing, dry salad dressing 
                mix, bottled fat-free salad dressing 
Hidden Valley   Dry party dip mix 
Hidden Valley Salad Crispins   Seasoned mini-croutons 
K.C. Masterpiece   Barbecue sauce 
Kitchen Bouquet   Browning and seasoning sauce and gravy aid 

WATER FILTRATION SYSTEMS
Brita   Water Filtration systems

PROFESSIONAL PRODUCTS
Clorox   Germicidal bleach 
Clorox   Toilet bowl cleanser 
Clorox   Quat sanitizer and disinfectant 
Clorox Clean-Up   Dilutable cleaner 
Pine-Sol   Cleaner 
Formula 409   Cleaners 
PowerPack   Professional dilution-control spray cleaners 
S.O.S   Pot & pan detergent, steel wool soap pads 
Tilex  Instant mildew remover, soap scum remover 
Liquid-Plumr   Drain opener 
Hidden Valley   Salad dressing 
K.C. Masterpiece   Barbecue sauce 
Kitchen Bouquet   Browning and seasoning sauce and gravy aid 
Combat   Insecticides 
Maxforce   Professional insecticides 

PRINCIPAL INTERNATIONAL MARKETS

Argentina 
Australia 
Brazil 
Canada 
Chile 
Colombia 
Costa Rica 
Czech Republic  
Dominican Republic 
Egypt 
Hong Kong 
Hungary 
Indonesia 
Japan 
Malaysia 
Mexico 
Panama 
People's Republic of China 
Peru 
Poland 
Puerto Rico 
Republic of Korea 
Romania 
Saudi Arabia/Gulf States 
Singapore 
Slovak Republic 
Spain 
Taiwan 
Thailand 
Uruguay 
Venezuela 
Yemen Arab Republic