THE CLOROX COMPANY
RESTATED BYLAWS
(Including September 1998 and November 1998 Amendments)


ARTICLE I - STOCKHOLDERS
     Section 1.     Annual Meeting.
     The annual meeting of stockholders shall be scheduled annually 
by the Board of Directors and shall be on a date within six months 
of the end of the corporation's fiscal year.  At the annual meeting 
of stockholders, directors shall be elected and any other business 
may be transacted which is within the powers of the stockholders.
     Section 2.      Special Meetings.
     Special meetings of the stockholders, for any purpose or 
purposes prescribed in the notice of the meeting, may be called 
by the Board of Directors and shall be held at such place, on 
such date, and at such time as they shall fix.
     Section 3.      Notice of Meetings.
     Written notice of the place, date, and time of all meetings 
of the stockholders shall be given, not less than ten nor more 
than sixty days before the date on which the meeting is to be 
held, to each stockholder entitled to vote at such meeting, 
except as otherwise provided herein or required by law (meaning, 
here and hereinafter, as required from time to time by the 
Delaware General Corporation Law or the Certificate of 
Incorporation of the corporation).
     When a meeting is adjourned to another place, date or time, 
written notice need not be given of the adjourned meeting if the 
place, date and time thereof are announced at the meeting at which 
the adjournment is taken; provided, however, that if the date of 
any adjourned meeting is more than thirty days after the date for 
which the meeting was originally noticed, or if a new record date 
is fixed for the adjourned meeting, written notice of the place, 
date, and time of the adjourned meeting shall be given in conformity 
herewith.  At any adjourned meeting, any business may be transacted 
which might have been transacted at the original meeting.
     Section 4.      Quorum.
At any meeting of the stockholders, the holders of a majority of 
the shares of stock of the corporation entitled to vote at the 
meeting, present in person or by proxy, shall constitute a quorum 
for all purposes, unless or except to the extent that the presence 
of a larger number may be required by law.  If a quorum shall fail 
to attend any meeting, the chairman of the meeting or the holders 
of a majority of the shares of stock entitled to vote who are 
present, in person or by proxy, may adjourn the meeting to another 
place, date, or time.
     The stockholders present at a duly called or held meeting at 
which a quorum is present may continue to do business until 
adjournment notwithstanding the withdrawal of enough stockholders 
to leave less than a quorum, if any action taken (other than 
adjournment) is approved by at least a majority of the shares 
required to constitute a quorum.
     Section 5.      Organization.
The Chairman of the Board or, in his absence, the Vice-Chairman 
of the Board, if there is a Vice-Chairman, or in his absence, 
such person as may be designated by the board of directors or, 
in the absence of such designation, as may be chosen by the 
holders of a majority of the shares entitled to vote who are 
present, in person or by proxy, shall call to order any meeting 
of the stockholders and act as chairman of the meeting. In the 
absence of the Secretary of the corporation, the secretary of 
the meeting shall be such person as the chairman appoints.
     Section 6.     Conduct of Business.
The chairman of any meeting of stockholders shall determine 
the order of business and the procedure at the meeting, including 
such regulation of the manner of voting and the conduct of 
discussion as seem to her or him in order.
     Section 7.     Proxies and Voting.
     (a) Except as otherwise provided herein or required by law, 
each stockholder shall have one vote for every share of stock 
entitled to vote which is registered in her or his name on the 
record date for the meeting.
     (b) All voting, including on the election of directors but 
excepting where otherwise required by law, may be by a voice vote; 
provided, however, that upon demand therefore by a stockholder 
entitled to vote or her or his proxy, a stock vote shall be taken.
Every stock vote shall be taken by ballot, each of which shall state 
such information as may be required under the procedure established 
for the meeting. Every vote taken by ballot shall be counted by 
an Inspector or Inspectors appointed pursuant to Section 8 of 
this Article I.
     (c) All elections shall be determined by a plurality of the 
votes cast, and except as otherwise required by law, all other 
matters shall be determined by a majority of the votes cast.
     (d) Except as otherwise provided by law, only persons in whose 
names shares entitled to vote stand on the stock records of the 
corporation on the record date for determining the stockholders 
entitled to vote at said meeting shall be entitled to vote at such 
meeting. Shares standing in the names of two or more persons shall 
be voted or represented in accordance with the determination of 
the majority of such persons, or, if only one of such persons is 
present in person or represented by proxy, such person shall have 
the right to vote such shares and such shares shall be deemed to be 
represented for the purpose of determining a quorum.
     (e)  Every person entitled to vote shall have the right to do 
so either in person or by an agent or agents authorized by a 
proxy validly granted by such person or his or her duly 
authorized agent, which proxy shall be filed with the 
Secretary of the corporation at or before the meeting at 
which it is to be used.  Said proxy so appointed need not 
be a stockholder.  No proxy may be voted after three 
years from its date unless the proxy provides for a 
longer period.
     (f) Without limiting the manner in which a stockholder 
may authorize another person or persons to act for the 
stockholder as proxy pursuant to subsection (e) of this 
section, the following shall constitute a valid means by 
which a stockholder may grant such authority:
          (i)     A stockholder may execute a writing 
authorizing another person or persons to act for the 
stockholder as proxy Execution may be accomplished by the 
stockholder or the stockholder's authorized officer, 
director, employee or agent signing such writing or causing 
his or her signature to be affixed to such writing by any 
reasonable means including, but not limited to, by facsimile 
signature.
          (ii)      A stockholder may authorize another 
person or persons to act for the stockholder as proxy by 
transmitting or authorizing the transmission of a telegram, 
cablegram or other means of electronic transmission to the 
person who will be the holder of the proxy or to a proxy 
solicitation firm, proxy support service organization or 
like agent duly authorized by the person who will be the 
holder of the proxy to receive such transmission, provided 
that any such telegram, cablegram or other means of electronic 
transmission must either set forth or be submitted with 
information from which it can be determined that the telegram, 
cablegram or other electronic transmission was authorized by 
the stockholder. Such authorization can be established by the 
signature of the stockholder on the proxy, either in writing 
or by a signature stamp or facsimile signature, or by a number 
or symbol from which the identity of the stockholder can be 
determined, or by any other procedure deemed appropriate by the 
inspectors. If it is determined that such telegrams, cablegrams 
or other electronic transmissions are valid, the inspectors 
shall specify the information upon which they relied.
     (g) Any copy, facsimile telecommunication or other reliable 
reproduction of the writing or transmission created pursuant 
to subsection (f) of this section may be substituted or used 
in lieu of the original writing or transmission for any and 
all purposes for which the original writing or transmission 
could be used, provided that such copy, facsimile telecommunication 
or other reproduction shall be a complete reproduction of the 
entire original writing or transmission.
     Section 8.     Voting Procedures and Inspectors of Elections.
     (a) The corporation shall, in advance of any meeting of 
stockholders, appoint one or more Inspectors to act at the 
meeting and make a written report thereof. The corporation 
may designate one or more persons as alternate Inspectors to 
replace any Inspector who fails to act. If no Inspector or 
alternate is able to act at a meeting of stockholders, the 
person presiding at the meeting shall appoint one or more 
Inspectors to act at the meeting. Each Inspector, before 
entering upon the discharge of his or her duties, shall take 
and sign an oath faithfully to execute the duties of Inspector 
with strict impartiality and according to the best of the 
Inspector's ability.
     (b) The Inspectors shall (i) ascertain the number of 
shares outstanding and the voting power of each, (ii) determine 
the shares represented at a meeting and the validity of proxies 
and ballots, (iii) count all votes and ballots, (iv) determine 
and retain for a reasonable period a record of the disposition 
of any challenges made to any determination by the Inspectors, 
and (v) certify their determination of the number of shares 
represented at the meeting, and their count of all votes and 
ballots. The Inspectors may appoint or retain other persons or 
entities to assist the Inspectors in the performance of the 
duties of the Inspectors.
     (c) The date and time of the opening and the closing of 
the polls for each matter upon which the stockholders will 
vote at a meeting shall be announced at the meeting. No ballot, 
proxies or votes, nor any revocations thereof or changes 
thereto, shall be accepted by the Inspectors after the closing 
of the polls unless the Court of Chancery upon application by 
a stockholder shall determine otherwise.
     (d) In determining the validity and counting of proxies 
and ballots, the Inspectors shall be limited to an examination 
of the proxies, any envelopes submitted with those proxies, any 
information provided in accordance with Section 212 (c) (2) of 
the Delaware General Corporation Law, ballots and the regular 
books and records of the corporation, except that the Inspectors 
may consider other reliable information for the limited purpose 
of reconciling proxies and ballots submitted by or on behalf of 
banks, brokers, their nominees or similar persons which represent 
more votes than the holder of a proxy is authorized by the 
record owner to cast or more votes than the stockholder holds 
of record. If the Inspectors consider other reliable information 
for the limited purpose permitted herein, the Inspectors at the 
time they make their certification pursuant to subsection (b) (v) 
of this section shall specify the precise information considered 
by them including the person or persons from whom they obtained 
the information, when the information was obtained, the means by 
which the information was obtained and the basis for the 
Inspectors' belief that such information is accurate and reliable.
     Section 9.     Stock List.
     A complete list of stockholders of the corporation entitled 
to vote at any meeting of stockholders, arranged in alphabetical 
order for each class of stock and showing the address of each 
such stockholder and the number of shares registered in her or his
name, shall be open to the examination of any such stockholder, for 
any purpose germane to the meeting, during ordinary business hours for 
period of at least ten days prior to the meeting, either at a place 
within the city where the meeting is to be held, which place shall 
be specified in the notice of the meeting, or if not so specified, 
at the place where the meeting is to be held.
     The stock list shall also be kept at the place of the meeting 
during the whole time thereof and shall be open to the examination 
of any stockholder who is present. This list shall presumptively 
determine the identity of the stockholders entitled to vote at the 
meeting and the number of shares held by each of them.
     Section 10. Meetings.
     At any annual meeting of the stockholders, only such business 
shall be conducted as shall have been properly brought before the 
meeting. To be properly brought before a meeting, business must be 
specified in the notice of meeting (or any supplement thereto) given 
by or at the direction of the board of directors, otherwise properly 
brought before the meeting by or at the direction of the board of 
directors or otherwise properly brought before the meeting by a 
stockholder. In addition to any other applicable requirements, for 
business to be properly brought before an annual meeting by a 
stockholder, the stockholder must have given timely notice thereof 
in writing to the Secretary, The Clorox Company, as prescribed in 
Section 2 of Article VI of the Bylaws. A stockholder's notice to 
the Secretary shall set forth as to each matter the stockholder 
proposes to bring before the annual meeting:
     (i) a brief description of the business desired to be brought 
before the annual meeting and the reasons for conducting such 
business at the meeting,
     (ii)  the name and record address of the stockholder proposing 
such business,
     (iii)  the class and number of shares of the corporation which 
are beneficially owned by the stockholder, and
     (iv)  any material interest of the stockholder in such business.
     Notwithstanding anything in the Bylaws to the contrary, no 
business shall be conducted at a meeting except in accordance 
with the procedures set forth in this Section 10, provided, 
however, that nothing in this Section 10 shall be deemed to 
preclude discussion by any stockholder of any business properly 
brought before the meeting in accordance with said procedure.
     The Chairman of the meeting shall, if the facts warrant, 
determine and declare to the meeting that business was not 
properly brought before the meeting in accordance with the 
provisions of this Section 10, and if she or he should so determine, 
she or he shall so declare to the meeting and any such business not 
properly brought before the meeting shall not be transacted.
     Section 11.      Nominations of Persons for Election to 
the Board of Directors.
     In addition to any other applicable requirements, only 
persons who are nominated in accordance with the following 
procedures shall be eligible for election as directors. 
Nominations of persons for election to the board of directors 
of the corporation may be made at a meeting of stockholders by 
or at the direction of the board of directors, by any 
nominating committee or person appointed by the board of 
directors or by any stockholder of the corporation entitled to 
vote for the election of directors at the meeting who complies 
with the notice procedures set forth in this Section 11. Such 
nominations, other than those made by or at the direction of 
the board of directors, shall be made pursuant to timely notice 
in writing to the Secretary, The Clorox Company, as prescribed 
in Section 2 of Article VI of the Bylaws. Such stockholders' 
notice shall set forth:
     (a)     as to each person whom the stockholder proposes 
to nominate for election or reelection as a director,
          (i)  the name, age, business address and residence 
address of the person,
     (ii)  the principal occupation or employment of the person,
     (iii)  the class and number of shares of the corporation 
which are beneficially owned by the person, and
     (iv) any other information relating to the person that is 
required to be disclosed in solicitations for proxies for 
election of directors pursuant to Rule 14a under the Securities 
Exchange Act of 1934; and
     (b)     as to the stockholder giving the notice,
     (i)  the name and record address of stockholder, and
     (ii)  the class and number of shares of the corporation which 
are beneficially owned by the stockholder.
     The corporation may require any proposed nominee to furnish 
such other information as may reasonably be required by the 
corporation to determine the eligibility of such proposed nominee 
to serve as a director of the corporation.
     No person shall be eligible for election as a director of 
the corporation unless nominated in accordance with the 
procedures set forth herein. These provisions shall not apply 
to nomination of any persons entitled to be separately elected 
by holders of preferred stock.
     The Chairman of the meeting shall, if the facts warrant, 
determine and declare to the meeting that a nomination was not 
made in accordance with the foregoing procedure, and if seh or he 
should so determine, she or he shall so declare to the meeting and 
the defective nomination shall be disregarded.

ARTICLE II - BOARD OF DIRECTORS

     Section 1.     Number and Term of Office.
     The number of directors who shall constitute the whole 
board shall be such number, not less than nine, as shall be 
fixed from time to time by resolution of the board of directors. 
Each director shall be elected for a term of one year and until 
her or his successor is elected and qualified, except as otherwise 
provided herein or required by law.
     Whenever the authorized number of directors is increased 
between annual meetings of the stockholders, a majority of the 
directors then in office shall have the power to elect such new 
directors for the balance of a term and until their successors 
are elected and qualified. Any decrease in the authorized 
number of directors shall not become effective until the 
expiration of the term of the directors then in office unless, 
at the time of such decrease, there shall be vacancies on the 
board which are being eliminated by the decrease.
     Section 2.      Vacancies.
     If the office of any director becomes vacant by reason 
of death, resignation, disqualification, removal or other 
cause, a majority of the directors remaining in office, 
although less than a quorum, may elect a successor for the 
unexpired term and until her or his successor is elected and 
qualified.
     Section 3.     Regular Meetings.
     Regular meetings of the board of directors shall be 
held at such place or places, on such date or dates, and at 
such time or times as shall have been established by the 
board of directors and publicized among all directors. A notice 
of each regular meeting shall not be required.
     Section 4.     Special Meetings.
     Special meetings of the board of directors may be 
called by the Chairman of the Board or the President or any 
two directors and shall be held at such place, on such date, 
and at such time as she or he or they shall fix. Notice of the place, 
date, and time of each such special meeting shall be given 
each director (who does not waive notice) by mail, telegraph 
or by other form of written notice not less than seventy-two 
hours before the meeting or by telephone not less than twenty-four 
hours before the meeting. Unless otherwise indicated in the 
notice thereof, any and all business may be transacted at a 
special meeting.
     Section 5.      Quorum
     At any meeting of the board of directors, a majority of 
the total number of the whole board shall constitute a quorum 
for all purposes. If a quorum shall fail to attend any meeting, 
a majority of those present may adjourn the meeting to another 
place, date, or time, without further notice or waiver thereof.
     Section 6.     Participation in Meetings By Conference 
Telephone.
     Members of the board of directors, or of any committee 
thereof, may participate in a meeting of the board or committee 
by means of conference telephone or similar communications 
equipment by means of which all persons participating in the 
meeting can hear each other and such participation shall 
constitute presence in person at such meeting.
     Section 7.     Conduct of Business.
     At any meeting of the board of directors, business shall be 
transacted in such order and manner as the Chairman of the Board 
may from time to time determine, and all matters shall be 
determined by the vote of a majority of the directors present, 
except as otherwise provided herein or required by law. Action 
may be taken by the board of directors without a meeting if all 
members thereof consent thereto in writing, and the writing or 
writings are filed with the minutes of proceedings of the board 
of directors.
     Section 8.      Powers.
     The business and affairs of the corporation shall be managed 
by the board of directors and the board of directors may, except 
as otherwise required by law, exercise all such powers and do all 
such acts and things as may be exercised or done by the corporation.
     Section 9.     Fees and Compensation of Directors.
     Directors and members of committees of the board may be 
allowed a fixed or annual fee to be determined by resolution of 
the board of directors for acting as a director or a member of a 
committee. Nothing herein contained shall be construed to preclude 
any director from serving the corporation in another capacity as 
an officer, agent, employee or otherwise, and receiving compensation 
therefor.

ARTICLE III - COMMITTEES

     Section 1.     Committees of the Board of Directors.
     The board of directors, by a vote of a majority of the whole 
board, may from time to time designate committees of the board, 
with such powers and duties as it thereby confers, to serve at 
the pleasure of the board and shall, for those committees and 
any others provided for herein, elect a director or directors 
to serve as the member or members, designating, if it desires, 
other directors as alternate members who may replace any absent 
or disqualified member at any meeting of the committee. Any 
committee so designated may exercise the power and authority of 
the board of directors to declare a dividend or to authorize the 
issuance of stock if the resolution which designates the committee 
or a supplemental resolution of the board of directors shall so 
provide. In the absence or disqualification of any member of any 
committee and any alternate member in his place, the member or 
members of the committee present at the meeting and not disqualified 
from voting, whether or not he or they constitute a quorum, may 
by unanimous vote appoint another member of the board of directors 
to act at the meeting in the place of the absent or disqualified member.
     Section 2.     Conduct of Business.
     Each committee may determine the procedural rules for meeting 
and conducting its business and shall act in accordance therewith, 
except as otherwise provided herein or required by law. Adequate 
provision shall be made for notice to members of all meetings; 
one-third of the members shall constitute a quorum unless the 
committee shall consist of one or two members, in which event 
one member shall constitute a quorum; and all matters shall be 
determined by a majority vote of the members present. Action 
may be taken by any committee without a meeting if all members 
thereof consent thereto in writing, and the writing or writings 
are filed with the minutes of the proceedings of such committee.

ARTICLE IV - OFFICERS

     Section I.      Generally.
The officers of the corporation shall be a Chairman of the Board, 
a President, one or more Vice Presidents and a Secretary. The 
Board of directors, in its discretion, may designate from among 
those officers a Chief Executive Officer, a Chief Operating 
Officer, and/or a Chief Financial Officer. The corporation may 
also have, at the discretion of the board of directors, one or 
more Vice Chairmen of the Board, General Managers, a Treasurer, 
a Controller, one or more Assistant Secretaries, one or more 
Assistant Treasurers and such other officers as the board of 
directors may deem expedient. Any number of offices may be held 
by the same person.
     Section 2.      Appointment.
The Chairman of the Board, the President, the Vice President 
or Vice Presidents, the Secretary, the Chief Executive Officer, 
the Chief operating Officer and the Chief Financial Officer 
shall be appointed by the Board of Directors.  Other officers 
may be appointed from time to time by the board of directors 
or by an officer to whom the board shall have delegated the 
power to appoint. Each officer of the corporation shall serve 
at the pleasure of the board of directors subject to the rights, 
if any, of any officer under any contract of employment.
     Section 3.     Removal and Resignation.
     Any officer may be removed either with or without cause, 
by a majority of the directors attending a duly held directors' 
meeting at which a quorum is present or, except in the case of 
an officer chosen by the board of directors, by any officer upon 
whom such power of removal has been conferred by the board of 
directors. Any officer may resign at any time by giving written 
notice to the board of directors, to the President, or to the 
Secretary prejudice to the rights, if any, contract to which 
the officer is a party.
     Section 4.      Vacancies.
     A vacancy in any office because of death, resignation, 
removal or any other cause may be filled by the board of directors 
or by an officer to whom the board of directors shall have 
delegated the power to appoint.
     Section 5.     Chairman of the Board.
     The Chairman of the Board shall preside at all meetings of 
the board of directors and the stockholders. She or he shall have such 
powers and perform such duties as are incident to his office or 
as may be properly granted to or required of her or him by the
board of directors.
     Section 6.     Vice Chairman of the Board.
     Each Vice Chairman of the Board shall, under the supervision 
of the Chairman of the Board, have such powers and perform such 
duties as may be properly granted to or required of her or him 
by the board of directors or by the Chairman of the Board. During the 
absence or disability of the Chairman of the Board, a Vice Chairman 
of the Board, in order of rank as fixed by the board of directors, 
shall preside at all meetings of the stockholders and of the board 
of directors.
     Section 7.      President.
     The President shall have such powers and perform such duties 
as are incident to her or his office or as may be properly granted 
to or required of her or him by the board of directors. In the 
absence or disability of the Chairman and the Vice Chairman, the 
President shall preside at meetings of the board of directors and 
stockholders.
     Section 8.     Vice President.
     In the absence or the disability of the President, the Vice 
Presidents in the order of rank fixed by the board of directors, 
or if not ranked, the Vice President designated by the board of 
directors, shall perform the duties of the President and when so 
acting shall have the powers of, and be subject to the restrictions 
upon the President. The Vice Presidents shall have such other 
powers and perform such other duties as from time to time may be 
prescribed for them respectively by the board of directors.
     Section 9.     Chief Executive Officer.
     The board of directors may designate an officer to serve as 
Chief Executive Officer. The Chief Executive Officer shall, 
subject to the control of the board of directors, have the ultimate 
supervision, direction and control of the policies, business 
affairs and officers of the corporation.
     Section 10.      Chief Operating Officer.
     The board of directors may designate an officer to serve as 
Chief Operating Officer. The Chief Operating officer shall, 
subject to the control of the Chief Executive Officer, if any has 
been designated, and if not, subject to the control of an officer 
so designated by the board of directors, have general charge, 
supervision, and authority over all operations of the corporation. 
In the absence or disability of the Chief Executive Officer, the 
Chief Operating Officer will assume the powers and responsibilities 
of the Chief Executive Officer.
     Section 11.      Chief Financial Officer.
     The Chief Financial Officer, who may, but need not, be the 
Treasurer, shall keep and maintain adequate and correct books and 
records of accounts of the corporation, and shall see that all 
moneys and other valuables of the corporation are deposited in the 
name and to the credit of the corporation with such depositories as 
may be designated by the board of directors. She or he shall disburse 
the funds of the corporation as directed by the board of directors, 
shall render to the President and directors, whenever they request 
it, an account of all of her or his transactions in her or his 
official capacity and of the financial condition of the corporation, 
and shall have such other powers and perform such other duties as 
may be prescribed by the board of directors.
     Section 12.     Secretary.
     The Secretary shall keep, at the principal office of the 
corporation or such other place as the board of directors may order, 
a book of minutes of all meetings of directors and stockholders, 
with the time and place held, whether regular or special, and if 
special, how authorized, the notice thereof given, the names of 
those present at directors' meetings, the number of shares present 
or represented at stockholders' meetings and the proceedings 
thereof. The Secretary shall keep, at the principal office of the 
corporation, or at the office of the corporation's transfer agent, 
or registrar, a record of its stockholders showing the names of 
the stockholders and their addresses, the number and classes of 
shares held by each, the number and date of cancellation of every 
certificate surrendered for cancellation. The Secretary shall give 
notice of all meetings of the stockholders and of the board of 
directors required by these Bylaws to be given and shall keep the 
seal of the corporation in safe custody, and shall have such other 
powers and perform such other duties as may be prescribed by the 
board of directors.
     Section 13.      Treasurer and Assistant Treasurers.
     The Treasurer shall have the custody of the corporate funds 
and securities and shall keep full and accurate accounts of receipts 
and disbursements in books belonging to the corporation and shall 
deposit all moneys and other valuable effects in the name and to 
the credit of the corporation in such depositories as she or he shall 
select. She or he shall disburse the funds of the corporation and shall 
issue and sign all checks, drafts, bills of exchange, promissory 
notes, letters of credit and other evidences of indebtedness; and 
shall open safe deposit boxes of the corporation. The Treasurer 
shall also designate employees who shall have authority to sign 
checks on bank accounts of the corporation.
     Checks of the corporation drawn against accounts maintained 
at any bank, wherever located, may be signed with applied facsimile 
signature of the Treasurer or any other person designated by her or 
him. The Secretary is authorized to file with such banks certified 
specimens of facsimile signatures authorized by this Bylaw.
     If required by the board of directors, she or he shall give the 
corporation a bond (which shall be renewed ever six years) in 
such sum and with such surety or sureties as shall be satisfactory 
to the board of directors for the faithful performance of the 
duties of her or his office and for the restoration to the corporation, 
in case of her or his death, resignation, retirement or removal from 
office, of all books, papers, vouchers, money and other property 
of whatever kind in her or his possession or under his control 
belonging to the corporation.
     The Assistant Treasurer, or if there shall be more than one, 
the Assistant Treasurers in the order determined by the board of 
directors (or if there be no such determination, then in the order 
of their election), shall in the absence of the Treasurer or in 
the event of her or his inability or refusal to act, perform the 
duties and exercise the powers of the Treasurer and shall perform 
such other duties and have such other powers as the board of directors 
or the Treasurer may from time to time prescribe.
     Section 14.      Controller.
     The Controller (in case the board of directors establishes 
such office) shall have supervision and charge of the accounts 
of the corporation. She or he shall be responsible for the 
maintenance of adequate accounting records and shall perform such 
other duties as shall be assigned to her or him by the board of 
directors or the Chief Financial Officer.
     Section 15.      Other Officers.
     Officers, other than the Chairman of the Board, President, 
Vice Presidents, Secretary and Chief Financial Officer shall have 
such powers and perform such duties as may be prescribed by the 
board of directors.

ARTICLE V - STOCK

     Section 1.     Certificates of Stock.
     Each stockholder shall be entitled to a certificate signed by, 
or in the name of the corporation by, the Chairman of the Board, 
the President or a Vice President, and by the Secretary or an 
Assistant Secretary, or the Treasurer or an Assistant Treasurer, 
certifying the number of shares owned by her or him. Any of or 
all the signatures on the certificate may be facsimile.
     Section 2.     Transfers of Stock.
     Transfers of stock shall be made only upon the transfer books 
of the corporation kept at an office of the corporation or by 
transfer agents designated to transfer shares of the stock of the 
corporation. Except where a certificate is issued in accordance 
with Section 4 of Article V of these Bylaws, an outstanding 
certificate for the number of shares involved shall be surrendered 
for cancellation before a new certificate is issued therefor.
     Section 3.     Record Date.
     (a) In order that the corporation may determine the 
stockholders entitled to notice of or to vote at any meeting of 
stockholders or any adjournment thereof, the board of directors 
may fix a record date, which record date shall not precede the 
date upon which the resolution fixing the record date is adopted 
by the board of directors, and which record date shall not be more 
than sixty nor less than ten days before the date of such meeting. 
If no record date is fixed by the board of directors, the record 
date for determining stockholders entitled to notice of or to vote 
at a meeting of stockholders shall be at the close of business on 
the day next preceding the day on which notice is given, or, if 
notice is waived, at the close of business on the day next preceding 
the day on which the meeting is held. A determination of stockholders 
of record entitled to notice of or to vote at a meeting of stockholders 
shall apply to any adjournment of the meeting; provided, however, 
that the board of directors may fix a new record date for the 
adjourned meeting.
     (b) In order that the corporation may determine the 
stockholders entitled to receive payment of any dividend or 
other distribution or allotment of any rights or the stockholders 
entitled to exercise any rights in respect of any change, 
conversion or exchange of stock, or for the purpose of any other 
lawful action, the board of directors may fix a record date, 
which record date shall not precede the date upon which the 
resolution fixing the record date is adopted, and which record 
date shall be not more than sixty days prior to such action. If 
no record date is fixed, the record date for determining 
stockholders for any such purpose shall be at the close of 
business on the day on which the board of directors adopts the 
resolution relating thereto.
     Section 4.     Lost, Stolen or Destroyed Certificates.
     In the event of the loss, theft or destruction of any 
certificate of stock, another may be issued in its place pursuant 
to such regulations as the board of directors may establish 
concerning proof of such loss, theft or destruction and concerning 
the giving of a satisfactory bond or bonds of indemnity.
     Section 5.      Regulations.
The issue, transfer, conversion and registration of certificates 
of stock shall be governed by such other regulations as the board 
of directors may establish.

ARTICLE VI - NOTICES

     Section 1.      Notices.
     Except as otherwise specifically provided herein or required 
by law, all notices required to be given to any stockholder, 
director, officer, employee or agent shall be in writing and may 
in every instance be effectively given by hand delivery to the 
recipient thereof, by depositing such notice in the mails, postage 
paid, or by sending such notice by prepaid telegram or mailgram. 
Any such notice shall be addressed to such stockholder, director, 
officer, employee or agent at his or her last known address as the 
same appears on the books of the corporation.  The time when such 
notice is received, if hand delivered, or dispatched, if delivered 
through the mails or by telegram or mailgram, shall be the time of 
the giving of the notice.
     Section 2.  Timeliness of Notices by Stockholders of Proposals 
for Consideration at a Meeting of the Stockholders and of Nominations 
of Persons for Election to the Board of Directors.
     To be timely, a stockholder's notice of nominations of persons 
for election to the Board of Directors or other business to be 
properly brought before an annual meeting pursuant to Section 10 or 
11 of Article I of the Bylaws shall be delivered to or mailed and 
received by the Secretary at the principal executive offices of 
the corporation not less than 70 days nor more than 170 days prior 
to the first anniversary of the preceding year's annual meeting; 
provided, however, that in the event that the date of the annual 
meeting is advanced by more than 20 days, or delayed by more than 
70 days, from such anniversary date, notice by the stockholder to 
be timely must be so delivered not earlier than the one 
hundred-seventieth day prior to such annual meeting and not later 
than the close of business on the later of the seventieth day prior 
to such annual meeting or the tenth day following the day on which 
public announcement of the date of such meeting is first made.
     To be timely, a stockholder's notice of nominations of persons 
for election to the Board of Directors to be properly brought before 
a special meeting of stockholders pursuant to Section 11 of Article I
 of the Bylaws shall be delivered to or mailed and received by the 
Secretary at the principal executive offices of the corporation not 
later than the close of business on the tenth day following the day 
on which public announcement is first made of the date of the special 
meeting and of the nominees proposed by the Board of Directors to be 
elected at such meeting.
[NOTE - THE LANGUAGE IN ARTICLE VI, SECTION 2 ABOVE WAS APPROVED BY 
THE CORPORATION'S BOARD OF DIRECTORS AT ITS MEETING HELD ON 
SEPTEMBER 16, 1998, SUCH AMENDMENT IN THIS SECTION ONLY TO BE MADE 
EFFECTIVE AS OF NOVEMBER 18, 1998.  PRIOR TO NOVEMBER 18, 1998, THE 
LANGUAGE IN ARTICLE VI, SECTION 2 SHALL READ AS FOLLOWS:

"Section 2.  Timeliness of Notices by Stockholders of Proposals for 
Consideration at a Meeting of the Stockholders and Nominations of 
Persons for Election to the Board of Directors.  To be timely, a 
stockholders' notice given pursuant to Section 9 or 10 of Article I 
of the Bylaws shall be delivered to or mailed and received at the 
principal executive offices of the corporation not less than 30 days 
nor more than 60 days prior to the meeting; provided, however, that 
in the event that less than 40 days' notice or prior public disclosure 
of the date of the meeting is given or made to stockholders, notice 
by the stockholder to be timely must be so received not later than 
the close of business on the 10th day following the day on which such 
notice of the date of the meeting was mailed or such public disclosure 
was made."]

     Section 3.      Waivers.
     A written waiver of any notice, signed by a stockholder, 
director, officer, employee or agent, whether before or after the 
time of the event for which notice is to be given, shall be deemed 
equivalent to the notice required to be given to such stockholder, 
director, officer, employee or agent. Neither the business nor the 
purpose of any meeting need be specified in such a waiver.

ARTICLE VII - MISCELLANEOUS

     Section 1.     Facsimile Signatures.
     In addition to the provisions for use of facsimile signatures 
elsewhere specifically authorized in these Bylaws, facsimile 
signatures of any officer or officers of the corporation may be 
used whenever and as authorized by the board of directors or a 
committee thereof.
     Section 2.     Corporate Seal.
     The board of directors may provide a suitable seal, containing 
the name of the corporation, which seal shall be in the charge 
of the Secretary. If and when so directed by the board of directors 
or a committee thereof, duplicates of the seal may be kept and 
used by the Treasurer or by an Assistant Secretary or Assistant 
Treasurer.
     Section 3.     Reliance upon Books, Reports and Records.
     Each director, each member of any committee designated by the 
board of directors, and each officer of the corporation shall, in 
the performance of his duties, be fully protected in relying in 
good faith upon the records of the corporation and upon such 
information, opinions, reports or statements presented to the 
corporation by any of the corporation's officers or employees, 
or committees of the board of directors, or by any other person 
as to matters the member reasonably believes are within such other 
person's professional or expert competence and who has been 
selected with reasonable care by or on behalf of the corporation.
     Section 4.     Contracts, Etc.. How Executed.
     Contracts, deeds, mortgages, leases, bonds, powers of attorney, 
bills of sale, and all documents and paper requiring the signature 
of the corporation shall be executed by the President of the 
corporation or one of the Vice Presidents.  A Vice President may, 
by designation in writing, delegate to employees responsible to her or 
him the right to execute any of such contracts, deeds, mortgages, 
leases, bonds, powers of attorney, bills of sale, and any other 
documents and paper requiring the signature of the corporation.  
A copy of such delegation shall be deposited with the Secretary 
of the corporation.
     Section 5.     Voting of Shares of Other Corporations.
     The Chairman of the Board, the President, any Vice President, 
or any other officer or agent specifically authorized by resolution 
of the board of directors, or by the Chairman of the Board, the 
President or any Vice President, is authorized to vote, represent 
and exercise on behalf of the corporation all rights incident to any 
shares of any other corporation held by the corporation.
     Section 6.     Fiscal Year.
     The fiscal year of the corporation shall be as fixed by the 
board of directors.
     Section 7.     Time Periods.
     In applying any provision of these Bylaws which require that 
an act be done or not done a specified number of days prior to 
an event, or that an act be done during a period of a specified 
number of days prior to an event, calendar days shall be used; 
the day of the doing of the act shall be excluded and the day of 
the event shall be included.

ARTICLE VIII - AMENDMENTS
     These Bylaws may be amended or repealed by the board of 
directors at any meeting or by the stockholders at any meeting.

     I hereby certify that the foregoing is a full and correct 
copy of the Bylaws of The Clorox Company, a Delaware corporation, 
as of this date.

Dated: September 16, 1998     
By:     /s/ PETER D. BEWLEY
Title:  Senior Vice President - General Counsel and Secretary


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