SECURITIES AND EXCHANGE COMMISSION
                Washington, D.C. 20549


                       FORM 8-K


                    CURRENT REPORT
          Pursuant to Section 13 or 15(d) of the
             Securities Exchange Act of 1934



Date of report
(Date of earliest event reported):  December 31, 1996


                THE CLOROX COMPANY
(Exact Name of Registrant as Specified in Its Charter)


                     Delaware
    (State or Other Jurisdiction of Incorporation)

      1-07151                       31-0595760
(Commission File Number)   (I.R.S. Employer Identification No.)


1221 Broadway, Oakland, California          94612
(Address of Principal Executive Offices)  (Zip Code)



                  510/271-7000
(Registrant's Telephone Number, Including Area Code)




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Item 2.     Acquisition or Disposition of Assets.
On December 31, 1996, Shield Acquisition Corporation, a 
Delaware corporation and then wholly owned subsidiary of 
the registrant (the "Offeror"), acquired 98.8% of the 
total outstanding shares of common stock (the "Shares") 
of Armor All Products Corporation, a Delaware corporation 
involved in the manufacture and marketing of automotive 
cleaning products and protectants ("Armor All").  The 
acquisition was completed pursuant to the terms of an 
Agreement and Plan of Merger (the "Merger Agreement") 
dated November 26, 1996 among the registrant, the Offeror 
and Armor All providing for a tender offer (the "Offer") 
by the Offeror for any or all of the Shares, as amended 
by the First Amendment to the Agreement and Plan of Merger 
dated December 1, 1996 (the "First Amendment to Merger 
Agreement").  In addition, the acquisition was completed 
pursuant to the terms of a Stockholder Agreement (the 
"Stockholder Agreement") dated November 26, 1996 among 
the registrant, the Offeror and McKesson Corporation, a 
stockholder of Armor All then owning approximately 54% 
of the Shares.  The Merger Agreement, the First Amendment 
to Merger Agreement, and the Stockholder Agreement were 
filed with the Securities and Exchange Commission by the 
registrant and the Offeror on December 2, 1996 as 
exhibits to a Tender Offer Statement on Schedule 14D-1 in 
connection with the Offer.   

Pursuant to the terms of the Merger Agreement, as amended, 
Armor All stockholders who tendered Shares received 
$19.09 from the Offeror for each Share tendered.  The 
Shares not tendered pursuant to the Offer were converted 
into the right to receive $19.09 for each Share pursuant 
to a short-form merger of Armor All with and into the 
Offeror (the "Merger") consummated on January 2, 1997, 
with Armor All as the surviving corporation. The 
aggregate cost to the Offeror to acquire the Shares and 
the fees and expenses related to the Offer and the 
Merger will be approximately US$412,000,000.  All funds 
needed for the Offer and the Merger were obtained 
through a capital contribution by the registrant to the 
Offeror.  For such capital contribution, the registrant 
used funds it had available in its cash accounts and 
funds generated from its commercial paper program, for 
which J.P. Morgan Securities and Lehman Brothers Inc. 
act as dealers.  Such commercial paper program is 
expected to bear interest at prevailing market rates 
for such instruments at the time of issuance and to 
have maturities not exceeding 270 days.  The registrant 
plans to service its additional borrowings with cash 
generated from seasonal changes in the composition of 
its working capital and cash flow from operations and 
believes that, if its lenders do not roll over any
amounts outstanding with respect to such commercial 
paper at maturity, the registrant will have available 
sufficient alternative sources of financing, including 
bank credit facilities, to repay such additional borrowing.

Item 5.  Other Events.

FORWARD-LOOKING STATEMENTS AND RISK FACTORS.     

From time to time, the registrant may publish 
forward-looking statements relating to such matters 
as anticipated financial performance, business 
prospects, new products, research and development 
activities, plans for international expansion, and 
similar matters.  The Private Securities Litigation 
Reform Act of 1995 provides a safe harbor for 
forward-looking statements.  In order to comply with 
the terms of the safe harbor, the registrant notes 
that a variety of factors could cause the registrant's 
actual results and experience to differ materially 
from the anticipated results or other expectations 
expressed in the registrant's forward-looking statements. 
 The risks and uncertainties that may affect operations, 
performance, product development, and results of the 
registrant's business include the following:

Fluctuations in Quarterly Operating Results and Stock Price.  
Although the registrant's recent historical operating 
results have improved when compared with the same quarter 
in the previous fiscal year, there can be no assurance that 
such quarter-to-quarter comparisons will continue to 
improve, or that if any improvement is shown, the degree 
of improvement will meet investors' expectations.  In 
addition, sales volume growth, whether due to acquisitions 
or to internal growth, can place burdens on the registrant's 
management resources and financial controls which, in turn, 
can  have a negative impact on operating results.  The 
registrant's quarterly operating results will be influenced 
by a host of factors which include the following: the 
seasonality of its brands; the extent of competition; 
the degree of market acceptance of new products and line 
extensions; the mix of products sold in a given quarter; 
changes in pricing policies by the registrant and by its 
competitors; acquisition costs and restructuring and 
other charges associated with acquisitions; the ability of 
the registrant to develop, introduce, and market successful
new products and line extensions; the ability of the
registrant to control its internal costs and the costs of 
its raw materials and packaging materials; the 
registrant's success in expanding its international 
operations; changes in the registrant's strategy; 
personnel changes; and general economic conditions.  
To a certain extent, the registrant bases its expense 
levels in anticipation of future revenues.  If 
revenue levels come in below such expectations, operating 
results are likely to be adversely affected.  Because of 
all of these factors, the registrant believes that 
quarter-to-quarter comparisons of its results of operations 
should not be relied upon as indications of future performance.  
Future announcements concerning the registrant or its 
competitors, quarterly variations in operating results, 
the introduction of new products and line extensions or 
changes in product pricing policies by the registrant or 
its competitors, changes in earning estimates by analysts, 
and changes in accounting policies, among other factors, 
could cause the market price of the registrant's common 
stock to fluctuate substantially and have an adverse 
effect on the price of the registrant's common stock.  
In addition, stock markets have experienced price and 
volume volatility and such volatility in the future could 
have an adverse impact on the registrant's market price.
International Operations. The registrant believes that 
its international sales, which were 14% of net sales in 
fiscal year 1996, are likely to comprise an increasing 
percentage of its total sales.  As a result, the registrant 
will be increasingly subject to the risks associated with 
foreign operations including economic or political 
instability in its overseas markets, shipping delays and 
fluctuations in foreign currency exchange rates that may 
make its products more expensive in its foreign markets, 
all of which could have a significant impact on the 
registrant's ability to sell its products on a timely and 
competitive basis in foreign markets and may have a 
materially adverse effect on the registrant's results of 
operations or financial position.  The registrant seeks to 
limit foreign currency exchange risks through the use of 
foreign currency forward contracts when practical, but 
there can be no assurance that this strategy will be 
successful.  In addition, the registrant's international
operations are subject to the risk of new and different 
legal and regulatory requirements in local jurisdictions, 
potential difficulties in staffing and managing local 
operations, credit risk of local customers and distributors, 
and potentially adverse tax consequences.

Importance of New Products and Line Extensions.  In most 
categories in which the registrant competes, there are 
frequent introductions of new products and line extensions.  
Accordingly, an important factor in the registrant's future 
performance will be its ability to identify emerging consumer 
and technological trends and to maintain and improve the 
competitiveness of its products.  However, there can be no 
assurance that the registrant will successfully achieve 
those goals.  Continued product development and marketing 
efforts are subject to all the risks inherent in the 
development of new products and line extensions, including 
development delays, the failure of new products and line 
extensions to achieve anticipated levels of market acceptance, 
as well as the cost of failed product introductions.

Integration of Acquisitions.  One of the registrant's strategies 
is to increase its revenues and the markets it serves through 
the acquisition of other businesses both in the United 
States and overseas.  There can be no assurance that the 
registrant will be able to identify, acquire, or profitably 
manage additional companies or operations or successfully 
integrate recent or future acquisitions into its operations.  
In addition, there can be no assurance that companies or 
operations acquired will be profitable at the time of 
their acquisition or will achieve sales levels and 
profitability that justify the investment made.  In particular, 
in December 1996 the registrant completed the acquisition 
of Armor All and this acquisition is expected to have a 
dilutive impact on the registrant's 1997 fiscal year earnings.  
The factors described above could increase or decrease the 
expected dilution.

Environmental Matters.  The registrant is subject to various 
environmental laws and regulations in the jurisdictions in 
which it operates, including those relating to air emissions, 
water discharges, the handling and disposal of solid and 
hazardous wastes, and the remediation of contamination 
associated with the use and disposal of hazardous substances.  
The registrant has incurred, and will continue to incur, 
capital and operating expenditures and other costs in 
complying with such laws and regulations in both the United 
States and abroad.  The registrant is currently involved 
in or has potential liability with respect to the remediation 
of past contamination in the operation of certain of its 
present and formerly owned and leased facilities.  In addition, 
certain of the registrant's present and former facilities have 
been or had been in operation for many years, and over such 
time, some of these facilities may have used substances or 
generated and disposed of wastes that are or may be considered 
hazardous.  It is possible that such sites, as well as disposal 
sites owned by third parties to which the registrant has sent 
waste, may in the future be identified and become the 
subject of remediation.  Accordingly, although the registrant 
believes that it is currently in substantial compliance with 
applicable environmental requirements, it is possible the 
registrant could become subject to additional environmental 
liabilities in the future which could result in a material 
adverse effect on the registrant's results of operations or 
financial condition.

Intellectual Property.  The registrant relies on trademark, 
trade secret, patent, and copyright law to protect its 
intellectual property.  There can be no assurance that 
such intellectual property rights can be successfully 
asserted in the future or will not be invalidated, 
circumvented, or challenged.  In addition, laws of 
certain foreign countries in which the registrant's 
products are or may be sold do not protect the registrant's 
intellectual property rights to the same extent as the 
laws of the United States.  The failure of the registrant 
to protect its proprietary information and any successful 
intellectual property challenges or infringement proceedings 
against the registrant could have a material adverse 
effect on the registrant's business, operating results, 
and financial condition.

Government Regulation.  The manufacture, packaging, storage, 
distribution, and labeling of the registrant's products 
are all subject to extensive federal, state, and foreign 
laws and regulations.  For example, in the United States, 
many of the registrant's products are subject to 
regulation by the Environmental Protection Agency, the 
Food and Drug Administration, and the Consumer Product 
Safety Commission.  Most states have agencies which 
regulate in parallel to these federal agencies.  The 
failure to comply with applicable laws and regulations 
could subject the registrant to civil remedies, including 
fines, injunctions, recalls or seizures, as well as 
potential criminal sanctions, any of which could have a 
material adverse effect on the registrant.  Loss of or 
failure to obtain necessary permits and registrations 
could delay or prevent the registrant from introducing 
new products, building new facilities, or acquiring new 
businesses and could adversely effect operating results.

Item 7.     Financial Statements and Exhibits.

     (c)     Exhibits

     99.1    Form of press release of the registrant issued 
             on December 31, 1996 regarding the completion of 
             the acquisition of Armor All.

SIGNATURES

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


THE CLOROX COMPANY



Date:     January 9, 1997     By: /S/ E.A. CUTTER
                                  E.A. Cutter
                                  Senior Vice President - 
                                  General Counsel and Secretary