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

**Washington, D.C. 20549**

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**FORM8-K**

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

Date ofReport (Date of Earliest Event Reported): November 30,2004

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

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

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

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

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

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

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

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

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

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

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

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Item 1.01Entry into a Material Definitive Agreement

On October6, 2004, The Clorox Company (the “Company”) enteredinto a Share Exchange Agreement (the “Agreement”) withHenkel KGaA and HC Investments, Inc. (collectively referred toas “Henkel”). The Company disclosed entry into andprovided a brief description of the Agreement in a Form 8-K filedon October 8, 2004. On November 22, 2004 the transaction describedin the Agreement (the “Transaction”) closed. Theclosing was disclosed in a Form 8-K filed on November 22,2004.

On November30, 2004, in order to provide long term financing for theTransaction, the Company entered into a Purchase Agreement (the“Purchase Agreement”) withCitigroup Global Markets, Inc., J.P. Morgan Securities Inc.and Goldman, Sachs & Co. (together with their respectiveaffiliates, referred to respectively as “Citigroup,”“Morgan” and “Goldman”) (the“Managers”) as representatives of purchasers of aprivate offering of 3, 5 and 10-year notes (the“Notes”) in the aggregate amount of $1.65 billion. OnDecember 3, 2004, the Company entered into an Exchange andRegistration Rights Agreement (the “RegistrationAgreement”) with the Managers obligating the Company to filea registration statement with the Securities and ExchangeCommission (“SEC”) registering the exchange of publiclytradeable notes for the Notes sold pursuant to the PurchaseAgreement. Also on December 3, 2004, the Company entered into anindenture (the “Indenture”) with The Bank of New YorkTrust Company, N.A. (“BoNY”) providing for BoNY to actas trustee in connection with administration of the Company’sobligations under the Notes.

Each of theManagers has prior and ongoing relationships with theCompany, including participation in the Company’srevolving credit lines and acting as dealers in connection with theCompany’s interim commercial paper financing of theTransaction. In addition, Citigroup has acted as a foreign exchangetrader, provided international cash management services,participated in prior share repurchase programs, acted as anunderwriter of a prior bond offering and participated in derivativetransactions. Morgan has provided commercial paper safekeepingservices, been an underwriter of a prior bond offering,participated in derivative transactions, participated in priorshare repurchase programs and provided investment banking advisoryservices. Goldman has provided investment banking advisoryservices.

The Purchase Agreementcontains customary conditions, representations and warranties. The3-year Notes are in the aggregate amount of $500 million and bear afloating interest rate equal to LIBOR (as defined in the Indenture)plus 0.125% payable and reset quarterly. They mature on December14, 2007. The 5-year Notes are in the aggregate amount of $575million bearing interest at 4.2% per year maturing on January 15,2010 and the 10-year Notes are in the aggregate amount of $575million bearing interest at 5% per year maturing on January 15,2015. The 5 and 10-year Notes are redeemable at the Company’soption upon payment of remaining principal and interest, discountedto current value according to a specified formula. The Companyamended its $2.1 billion credit agreement to permit issuance of theNotes. The Company may engage in derivative transactions to hedgethe effects of floating and fixed rates. The Notes are in additionto commercial paper issued to finance a portion of the cost of theTransaction and commercial paper and other borrowings issued in theordinary course of business as necessary to finance workingcapital. 

The Registration Agreementrequires that the exchange be completed within 225 days after theNotes are initially issued. If the Company fails to file therequired registration statement, to complete the exchange or tokeep the required registration statement effective for a certainperiod of time (a “registration default”), it will payadditional interest of .25% during the first 90 days following theregistration default and .5% during any remaining period ofregistration default.

The Indenture containscustomary terms and conditions. In particular, it restricts theCompany’s ability to issue new secured debt and to enter intosale and leaseback transactions. It requires that, in the eventthat the Company is acquired by or merges with another company, thesurviving entity assume the Company’s obligations withrespect to the Notes and not be in default upon consummation of themerger or acquisition. The Indenture also provides for accelerationof the maturity of the Notes in the event of a default in paymentof principal or interest, an uncured breach of a covenant orwarranty or bankruptcy of the Company.

The Indenture,Registration Agreement and Purchase Agreement are attached heretoas Exhibits 4.1, 4.2 and 10.1, respectively.

item 2.03creation of a direct financial obligation or an obligation under anoff-balance sheet arrangement

See Item1.01 above.

ITEM9.01  FINANCIAL  STATEMENTS AND EXHIBITS

(c)       Exhibits

ExhibitNumber           Title

           4.1                  The Clorox Company to The Bank of New York Trust CompanyN.A.

                                   Indenture dated as of December 3, 2004.

           

4.2                  The Clorox Company 4.20% Senior Notes due 2010

5.00% Notes due 2015 Floating Rate Notes due 2007

Exchange and RegistrationAgreement dated December 3, 2004

           

10.1                The Clorox Company Floating Rate Senior Notes due

December 2007  4.20%Senior Notes due January 2010

5.00% Senior Notes dueJanuary 2015

Purchase Agreement datedNovember 30, 2004

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

                                                                       THE CLOROX COMPANY

Date:  December 3,2004                                By: /s/ PETER D. BEWLEY

                                                                                   Peter D. Bewley

                                                                                   Senior Vice President –

                                                                                   GeneralCounsel                                                                                 

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EXHIBITINDEX

ExhibitNumber           Title

           4.1                  The Clorox Company to The Bank of New York Trust CompanyN.A.

                                   Indenture dated as of December 3, 2004.

           

4.2                  The Clorox Company 4.20% Senior Notes due 2010

5.00% Notes due 2015 Floating Rate Notes due 2007

Exchange and RegistrationAgreement dated December 3, 2004

           

10.1                The Clorox Company Floating Rate Senior Notes due

December 2007  4.20%Senior Notes due January 2010

5.00% Senior Notes dueJanuary 2015

Purchase Agreement datedNovember 30, 2004

                                              

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