Exhibit 4.1

RESTATED CERTIFICATE OF INCORPORATION

OF

THE CLOROX COMPANY



This corporation was originally incorporated on 
September 5, 1986.

ARTICLE ONE

The name of the corporation is THE CLOROX COMPANY

ARTICLE TWO

The address of the registered office of the corporation in 
the State of Delaware is 1209 Orange Street in the City of 
Wilmington, County of New Castle.  The name of the 
registered agent of the corporation at such address is 
The Corporation Trust Company.

ARTICLE THREE

The purpose of the corporation is to engage in any lawful act 
or activity for which corporations may be organized under the 
General Corporation Law of the State of Delaware.

ARTICLE FOUR

The total number of shares of stock which the corporation 
shall have authority to issue is 380,000,000, consisting of 
375,000,000 shares of Common Stock having a par value of $1.00 
per share and 5,000,000 shares of Preferred Stock having a par 
value of $1.00 per share.

The board of directors of the corporation is authorized, subject 
to limitations prescribed by law and the provisions of this 
Article Four, to provide for the issuance of the shares of 
Preferred Stock in series, and by filing a certificate pursuant 
to the applicable law of the State of Delaware, to establish 
from time to time the number of shares to be included in each 
such series, and to fix the designation, powers, preferences 
and rights of the shares of each such series and the 
qualifications, limitations or restrictions thereof.

The number of authorized shares of Preferred Stock may be 
increased or decreased (but not below the number of shares 
thereof then outstanding) by the affirmative vote of the 
holders of a majority of the Common Stock, without a vote 
of the holders of the Preferred Stock, or of any series 
thereof, unless a vote of any such holders is required 
pursuant to the certificate or certificates establishing 
the series of Preferred Stock.

ARTICLE FIVE

The business and affairs of the corporation shall be managed 
by the board of directors which shall consist of not less 
than 9 persons.  The exact number of directors shall be 
fixed from time to time by, or in the manner provided in, the 
by-laws of the corporation and may be increased or decreased 
as therein provided.  Directors of the corporation need not 
be elected by ballot unless required by the by-laws.  The 
board of directors is authorized to adopt, amend or repeal 
the by-laws.

ARTICLE SIX

Part I

Vote Required For Certain Business Combinations

A.     In addition to any affirmative vote required by law or 
this Restated Certificate of Incorporation, and except as 
otherwise expressly provided in Part II of this Article Six, 
the following transactions:

  (i)     any merger or consolidation of this corporation or 
any Subsidiary (as hereinafter defined) into or with

     (a)     any Interested Stockholder (as hereinafter defined); or

     (b)     any other corporation (whether or not it is an 
Interested Stockholder) which is, or after such merger or 
consolidation would be, an Affiliate (as hereinafter defined) 
of an Interested Stockholder; or

 (ii)     any sale, lease, exchange, mortgage, pledge, transfer 
or other disposition (in one transaction or a series of 
transactions) to or with any Interested Stockholder or any 
Affiliate of any Interested Stockholder of any assets of this 
corporation or any Subsidiary having an aggregate Fair Market 
Value (as hereinafter defined) of more than ten percent (10%) 
of the Fair Market Value of the consolidated total assets of this 
corporation; or

 (iii)     the issuance or transfer by this corporation or any 
Subsidiary (in one transaction or a series of transactions) of 
any securities of this corporation or any Subsidiary to any 
Interested Stockholder or any Affiliate of any Interested 
Stockholder in exchange for cash, securities or other property 
having an aggregate Fair Market Value of more than ten 
percent (10%) of the Fair Market Value of the consolidated 
total assets of this corporation; or

 (iv)     the adoption of any plan or proposal for the 
liquidation of this corporation proposed by or on behalf of 
an Interested Stockholder or any Affiliate of any Interested 
Stockholder; or

 (v)     any reclassification of this corporation's securities 
(including any reverse stock split), or recapitalization of
 this corporation, or any merger or consolidation of this 
corporation with any of its Subsidiaries or any other transaction 
(whether or not with or into or otherwise involving an 
Interested Stockholder) which has the effect, directly or 
indirectly, of increasing the proportionate share of the 
outstanding shares of any class of equity or convertible 
securities of this corporation or any Subsidiary which is 
directly or indirectly owned by any Interested Stockholder;

shall require the affirmative vote of the holders of at least 
eighty percent (80%) of the voting power of the then outstanding 
shares of stock of this corporation entitled to vote regularly 
in the election of directors (the "Voting Stock") voting as a 
single class (it being understood that for purposes of this 
Article Six, each share of the Voting Stock other than Common 
Stock shall have the number of votes granted to it pursuant to 
Article Four of this Restated Certificate of Incorporation).  
Such affirmative vote shall be required notwithstanding the 
fact that no vote may be required, or that a lesser percentage 
may be specified, by law or in any agreement with any national 
securities exchange or otherwise.

B.     The term "Business Combination" as used in this Article 
Six shall mean any transaction which is referred to in any one 
or more of clauses (i) through (v) of paragraph A of Part I.

Part II

When Higher Vote Is Not Required

The provisions of Part I of this Article Six shall not be 
applicable to any particular Business Combination, and such 
Business Combination shall require only such affirmative 
vote as is required by law and any other provision of this 
Restated Certificate of Incorporation, if all of the 
conditions specified in either of the following paragraphs 
A and B are met:

A.     The Business Combination shall have been approved by a 
majority of the Disinterested Directors (as hereinafter defined).

B.     All of the following conditions shall have been met:

  (i)     The aggregate amount of the cash and the Fair Market 
Value as of the date of the consummation of the Business 
Combination of consideration other than cash to be received 
per share by holders of Common Stock in such Business 
Combination shall be at least equal to the higher of the 
following:

     (a)     (if applicable) the highest per share price paid 
by the Interested Stockholder for any shares of Common Stock 
acquired by it (1) within the two year period immediately 
prior to the first public announcement of the proposal of the 
Business Combination (the "Announcement Date") or (2) in the 
transaction in which it became an Interested Stockholder, 
whichever is higher; and

     (b)     the Fair Market Value per share of Common Stock on 
the Announcement Date or on the date on which the Interested 
Stockholder became an Interested Stockholder (such latter date 
is referred to in this Article Six as the "Determination Date"), 
whichever is higher.

 (ii)     The aggregate amount of the cash and the Fair Market 
Value on the date of the consummation of the Business 
Combination of consideration other than cash to be received per 
share by the holders of shares of any other class of 
outstanding Voting Stock shall be at least equal to the highest 
of the following (it being intended that the requirements of 
this paragraph B (ii) shall be required to be met with respect 
to every class of outstanding Voting Stock, whether or not 
the Interested Stockholder has previously acquired any shares of 
a particular class of Voting Stock):

    (a)     (if applicable) the highest per share price paid 
by the Interested Stockholder for any shares of such class of 
Voting Stock acquired by it (1) within the two-year period 
immediately prior to the Announcement Date or (2) in the 
transaction in which it became an Interested Stockholder, 
whichever is higher;

    (b)     (if applicable) the highest preferential amount per 
share to which the holders of shares of such class of Voting 
Stock are entitled in the event of any voluntary or involuntary 
liquidation, dissolution or winding up of this corporation; or

    (c)     the Fair Market Value per share of such class of 
Voting Stock on the Announcement Date or on the Determination 
Date, whichever is higher.

      (iii)     The consideration to be received by 
holders of a particular class of outstanding Voting Stock 
(including Common Stock) shall be in cash or in the same 
form as the Interested Stockholder has previously paid for 
shares of such class of Voting Stock.  If the Interested 
Stockholder has paid for shares of any class of Voting Stock 
with varying forms of consideration, the form of consideration 
for such class of Voting Stock shall be either cash or the form 
used to acquire the largest number of shares of such class of 
Voting Stock previously acquired by it.  The price determined in 
accordance with paragraphs B(i) and B(ii) shall be subject to 
appropriate adjustment in the event of any stock dividend, stock 
split, combination of shares or similar event.

      (iv)     After such Interested Stockholder has become an 
Interested Stockholder except as approved by a majority of the 
Disinterested Directors, there shall have been:

           (a)     no failure to declare and pay at the regular 
date therefor any full quarterly dividends (whether or not 
cumulative) on the outstanding Preferred Stock, if any; and

           (b)     no reduction in the effective annual rate of 
dividends paid on the Common Stock.

      (v)     After such Interested Stockholder has become an 
Interested Stockholder, such Interested Stockholder shall not 
have received the benefit, directly or indirectly (except 
proportionately as a stockholder), of any loans, advances, 
guarantees, pledges or other financial assistance or any tax 
credits or other tax advantages provided by the corporation, 
whether in anticipation of or in connection with such Business 
Combination or otherwise.

Part III

Certain Definitions

     For the purpose of this Article Six:

A.     A "person" shall mean any individual, firm, corporation or 
other entity.

B.     "Interested Stockholder" shall mean any person (other than 
this corporation, any Subsidiary or any compensation plan of this 
corporation) who or which:

     (i)     is the beneficial owner, directly or indirectly, of 
more than 5% of the voting power of the outstanding Voting 
Stock; or

     (ii)     is an Affiliate of this corporation and at any 
time within the two-year period immediately prior to the date 
in question was the beneficial owner, directly or indirectly, 
of more than five percent (5%) of the voting power of the 
then outstanding Voting Stock; or

    (iii)     is an assignee of or has otherwise acquired or 
succeeded to any shares of Voting Stock which were at any 
time within the two-year period immediately prior to the date 
in question beneficially owned by any Interested Stockholder, 
if such assignment or succession shall have occurred in the 
course of a transaction or series of transactions not involving 
a public offering within the meaning of the Securities Act 
of 1933.

C.     A person shall be a "Beneficial Owner" of any Voting Stock:

     (i)     which such person or any of its Affiliates or 
Associates (as hereinafter defined) beneficially owns, 
directly or indirectly; or

    (ii)     which such person or any of its Affiliates or 
Associates has:

          (a)     the right to acquire (whether such right 
is exercisable immediately or only after the passage of time), 
pursuant to any agreement, arrangement or understanding or 
upon the exercise of conversion rights, exchange rights, 
warrants or options, or otherwise, or

          (b)     the right to vote pursuant to any agreement, 
arrangement or understanding; or

   (iii)     which are beneficially owned, directly or indirectly, 
by any other person with which such person or any of its 
Affiliates or Associates has any agreement, arrangement or 
understanding for the purpose of acquiring, holding, voting 
or disposing of any shares of Voting Stock.

D.     For the purpose of determining whether a person is an 
Interested Stockholder pursuant to paragraph B of this Part III, 
the number of shares of Voting Stock deemed to be outstanding 
shall include shares deemed owned through application of 
paragraph C of this Part III but shall not include any other 
shares of Voting Stock which may be issuable pursuant to any 
agreement, arrangement or understanding, or upon exercise of 
conversion rights, warrants or options, or otherwise.

E.     "Affiliate" or "Associate" shall have the respective 
meanings ascribed to such terms in Rule 12b-2 of the General 
Rules and Regulations under the Securities Exchange Act of 
1934, as in effect on March 1, 1984.

F.     "Subsidiary" means any corporation of which a majority of 
any class of equity securities is owned, directly or indirectly, 
by this corporation; provided, however, that for the purposes of 
the definition of Interested Stockholder set forth in paragraph B 
of this Part III, the term "Subsidiary" shall mean only a 
corporation of which a majority of each class of equity securities 
is owned, directly or indirectly, by this corporation.

G.     "Disinterested Director" means any member of the 
board of directors of this corporation (the "Board") who is 
unaffiliated with the Interested Stockholder by whom or on 
whose behalf, directly or indirectly, the Business Combination 
is proposed or was a member of the Board prior to the time 
that such Interested Stockholder became an Interested 
Stockholder, and any successor of a Disinterested Director 
who is unaffiliated with such Interested Stockholder and is 
recommended to succeed a Disinterested Director by a majority 
of Disinterested Directors then on the Board.

H.     "Fair Market Value" means:

     (i)     In the case of stock, the highest closing 
sale price during the 30-day period immediately preceding 
the date in question of a share of such stock as reported 
in the principal consolidated transaction reporting system 
for securities listed or admitted to trading on the New 
York Stock Exchange, or, if such stock is not listed on 
such Exchange, on the principal United States securities 
exchange, registered under the Securities Exchange Act of 
1934 on which stock is listed, or, if such stock is not 
listed on such an exchange, the highest closing bid quotation 
with respect to a share of such stock during the 30-day 
period immediately preceding the date in question on the 
National Association of Securities Dealers, Inc. Automated 
Quotation System or any system then in use, and

    (ii)     in the case of property other than cash or stock 
valued under (i) above, the fair market value of such 
property on the date in question as determined in good faith 
by a majority of the Disinterested Directors.

I.     In the event of any Business Combination in which this 
corporation is the surviving corporation, the phrase 
"consideration other than cash to be received" as used in 
clauses (i) and (ii) of paragraph B of Part II of this Article 
Six shall include the Fair Market Value of the shares of 
Common Stock and/or the shares of any other class of outstanding 
Voting Stock retained by the holders of such shares.

Part IV

Powers of The Board of Directors

A majority of the Disinterested Directors of this corporation 
shall have the power and duty to determine for the purposes of 
this Article Six, on the basis of information known to them 
after reasonable inquiry:

A.     whether a person is an Interested Stockholder;

B.     the number of shares of Voting Stock beneficially owned 
by any person;

C.     whether a person is an Affiliate or Association of 
another; and

D.     whether the assets which are the subject of any Business 
Combination have, or the consideration to be received for the 
issuance or transfer of securities by this corporation or any 
Subsidiary in any Business Combination has, an aggregate Fair 
Market Value of more than ten percent (10%) of the Fair 
Market Value of the consolidated total assets of this 
corporation.

Part V

Fiduciary Obligations

Nothing contained in this Article Six shall be construed to 
relieve any Interested Stockholder from any fiduciary 
obligation imposed by law.

Part VI

Amendment Or Repeal

The provisions set forth in this Article Six may not be 
amended or repealed in any respect, unless such action is 
approved by the affirmative vote of the holders of not 
less than eighty percent (80%) of the then outstanding 
Voting Stock,  voting as a single class.

ARTICLE SEVEN

Action shall be taken by stockholders of the corporation only 
at annual or special meetings of stockholders and stockholders 
may not act by written consent.

ARTICLE EIGHT

Part I

Right To Indemnification

Each person who was or is made a party or is threatened to be 
made a party to or is involved in any action, suit or 
proceeding, whether civil, criminal, administrative or 
investigative ("proceeding"), by reason of the fact that he 
or she, or a person of whom he or she is the legal representative, 
is or was a director or officer of this corporation or is or 
was serving at the request of the corporation as a director 
or officer of another corporation or of a partnership, joint 
venture, trust or other enterprise, including service with 
respect to employee benefit plans, whether the basis of such 
proceeding is alleged action in an official capacity as a 
director or officer or in any other capacity while serving as 
a director or officer shall be indemnified and held harmless 
by the corporation to the fullest extent authorized by the 
General Corporation Law of the State of Delaware, as the same 
exists or may hereafter be amended, (but, in the case of any 
such amendment, only to the extent that such amendment permits 
the corporation to provide broader indemnification rights than 
said law permitted the corporation to provide prior to such 
amendment) against all expenses, liability and loss (including 
attorneys' fees, judgments, fines, ERISA excise taxes or penalties 
and amounts paid or to be paid in settlement) reasonably 
incurred or suffered by such person in connection therewith; 
provided, however, that the corporation shall indemnify any 
such person seeking indemnity in connection with a proceeding 
(or part thereof) initiated by such person only if such 
proceeding (or part thereof) was authorized by the board of 
directors of the corporation.  Such right shall be a contract 
right and shall include the right to be paid by the corporation 
expenses incurred in defending any such proceeding in advance 
of its final disposition; provided, however, that, the payment 
of such expenses incurred by a director or officer in his or 
her capacity as a director or officer (and not in any other 
capacity in which service was or is rendered by such person 
while a director or officer, including, without limitation, 
service to an employee benefit plan) in advance of the final 
disposition of such proceeding, shall be made only upon 
delivery to the corporation of an undertaking, by or on behalf 
of such director or officer, to repay all amounts so advanced 
if it should be determined ultimately that such director or 
officer is not entitled to be indemnified under this Article 
Eight or otherwise.  The corporation may, by action of the 
board of directors, provide indemnification to employees and 
agents of the corporation with a lesser or the same scope 
and effect as the foregoing indemnification of directors 
and officers.

Part II

Right of Claimant To Bring Suit

If a claim under Part I of this Article Eight is not paid in 
full by the corporation within ninety days after a written 
claim has been received by the corporation, the claimant may 
at any time thereafter bring suit against the corporation to 
recover the unpaid amount of the claim and, if successful in 
whole or in part, the claimant shall be entitled to be paid 
also the expense of prosecuting such claim.  It shall be a 
defense to any such action (other than an action brought to 
enforce a claim for expenses incurred in defending any 
proceeding in advance of its final disposition where the 
required undertaking has been tendered to the corporation) 
that the claimant has not met the standards of conduct which 
make it permissible under the General Corporation Law of the 
State of Delaware for the corporation to indemnify the 
claimant for the amount claimed, but the burden of proving 
such defense shall be on the corporation.  Neither the failure 
of the corporation (including its board of directors, 
independent legal counsel, or its stockholders) to have made 
a determination prior to the commencement of such action that 
indemnification of the claimant is proper in the circumstances 
because he or she has met the applicable standard of conduct 
set forth in said law, nor an actual determination by the 
corporation (including its board of directors, independent 
legal counsel, or its stockholders) that the claimant had not 
met such applicable standard of conduct, shall be a defense 
to the action or create a presumption that the claimant had not 
met the applicable standard of conduct.

Part III

Non-Exclusivity Of Rights

The rights conferred on any person by Parts I and II of 
this Article Eight shall not be exclusive of any other right 
which such person may have or hereafter acquire under any 
statute, provision of this Restated Certificate of Incorporation, 
by-law, agreement, vote of stockholders or disinterested 
directors or otherwise.

Part IV

Insurance

The corporation may maintain insurance, at its expense, to 
protect itself and any such director or officer of the 
corporation or of another corporation, partnership, joint 
venture, trust or other enterprise against any such expense, 
liability or loss, whether or not the corporation would have 
the power to indemnify such person against such expense, 
liability or loss under the General Corporation Law of the 
State of Delaware.

ARTICLE NINE

A director of this corporation shall not be personally liable 
to the corporation or its stockholders for monetary damages 
for breach of fiduciary duty as a director, except for 
liability (i) for any breach of the director's duty of 
loyalty to the corporation or its stockholders, (ii) for 
acts or omissions not in good faith or which involve 
intentional misconduct or a knowing violation of law, (iii) 
under Section 174 of the General Corporation Law of the 
State of Delaware, or (iv) for any transaction from which 
the director derived an improper personal benefit.

This Restated Certificate of Incorporation of THE CLOROX COMPANY 
was adopted by The Board of Directors of this corporation in 
accordance with Section 245 of the General Corporation Law 
of the State of Delaware.  It only restates and integrates 
and does not further amend the provisions of this corporation's 
Certificate of Incorporation as heretofore amended or 
supplemented, and there is no discrepancy between those 
provisions and the provisions of this Restated Certificate of 
Incorporation.

                              THE CLOROX COMPANY



Date:  November 19, 1997     By:     /s/ G.C. SULLIVAN
                                     G.C. Sullivan
                                     Chairman of the Board, 
                                     President and
                                     Chief Executive Officer



                          Attest:    /s/ EDWARD A. CUTTER
                                     Edward A. Cutter
                                     Secretary


THE UNDERSIGNED, the duly elected, and qualified Assistant 
Secretary of THE CLOROX COMPANY, a Delaware corporation, 
does hereby certify the foregoing to be the Restated 
Certificate of Incorporation of said Corporation.



Date:  December 4, 1997             /s/ THOMAS W. HUCKABY
                                    Thomas W. Huckaby