EXHIBIT 3(ii)

THE CLOROXCOMPANY

RESTATED BYLAWS

(Including September 1998and November 1998 Amendments)

ARTICLE I -STOCKHOLDERS

           Section 1.         AnnualMeeting.

           The annual meeting of stockholders shall be scheduled annually bythe Board of Directors and shall be on a date within six months ofthe end of the corporation's fiscal year.  At the annualmeeting of stockholders, directors shall be elected and any otherbusiness may be transacted which is within the powers of thestockholders.

           Section 2.         SpecialMeetings.

           Special meetings of the stockholders, for any purpose or purposesprescribed in the notice of the meeting, may be called by the Boardof Directors and shall be held at such place, on such date, and atsuch time as they shall fix.

           Section 3.         Notice ofMeetings.

           Written notice of the place, date, and time of all meetings of thestockholders shall be given, not less than ten nor more than sixtydays before the date on which the meeting is to be held, to eachstockholder entitled to vote at such meeting, except as otherwiseprovided herein or required by law (meaning, here and hereinafter,as required from time to time by the Delaware General CorporationLaw or the Certificate of Incorporation of thecorporation).

           When a meeting is adjourned to another place, date or time, writtennotice need not be given of the adjourned meeting if the place,date and time thereof are announced at the meeting at which theadjournment is taken; provided, however, that if the date of anyadjourned meeting is more than thirty days after the date for whichthe meeting was originally noticed, or if a new record date isfixed for the adjourned meeting, written notice of the place, date,and time of the adjourned meeting shall be given in conformityherewith.  At any adjourned meeting, any business may betransacted which might have been transacted at the originalmeeting.

           Section 4.           Quorum.

At any meeting of thestockholders, the holders of a majority of the shares of stock ofthe corporation entitled to vote at the meeting, present in personor by proxy, shall constitute a quorum for all purposes, unless orexcept to the extent that the presence of a larger number may berequired by law.

If a quorum shall fail toattend any meeting, the chairman of the meeting or the holders of amajority 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 whicha quorum is present may continue to do business until adjournmentnotwithstanding the withdrawal of enough stockholders to leave lessthan a quorum, if any action taken (other than adjournment) isapproved by at least a majority of the shares required toconstitute a quorum.

           Section 5.           Organization.

The Chairman of the Boardor, in his absence, the Vice-Chairman of the Board, if there is aVice-Chairman, or in his absence, such person as may be designatedby the board of directors or, in the absence of such designation,as may be chosen by the holders of a majority of the sharesentitled to vote who are present, in person or by proxy, shall callto order any meeting of the stockholders and act as chairman of themeeting. In the absence of the Secretary of the corporation, thesecretary of the meeting shall be such person as the chairmanappoints.

           Section6.           Conduct of Business.

The chairman of anymeeting of stockholders shall determine the order of business andthe procedure at the meeting, including such regulation of themanner of voting and the conduct of discussion as seem to her orhim in order.

           Section 7.         Proxiesand Voting.

           (a) Except as otherwise provided herein or required by law, eachstockholder shall have one vote for every share of stock entitledto vote which is registered in her or his name on the record datefor the meeting.

           (b) All voting, including on the election of directors butexcepting where otherwise required by law, may be by a voice vote;provided, however, that upon demand therefore by a stockholderentitled to vote her or his proxy, a stock vote shall be taken.Every stock vote shall be taken by ballot, each of which shallstate such information as may be required under the procedureestablished for the meeting. Every vote taken by ballot shall becounted by an Inspector or Inspectors appointed pursuant to Section8 of this Article I.

           (c) All elections shall be determined by a plurality of the votescast, and except as otherwise required by law, all other mattersshall be determined by a majority of the votes cast.

           (d) Except as otherwise provided by law, only persons in whosenames shares entitled to vote stand on the stock records of thecorporation on the record date for determining the stockholdersentitled to vote at said meeting shall be entitled to vote at suchmeeting. Shares standing in the names of two or more persons shallbe voted or represented in accordance with the determination of themajority of such persons, or, if only one of such persons ispresent in person or represented by proxy, such person shall havethe right to vote such shares and such shares shall be deemed to berepresented for the purpose of determining a quorum.

           (e)  Every person entitled to vote shall have the right to doso either in person or by an agent or agents authorized by a proxyvalidly granted by such person or his or her duly authorized agent,which proxy shall be filed with the Secretary of the corporation ator before the meeting at which it is to be used.  Said proxyso appointed need not be a stockholder.  No proxy may be votedafter three years from its date unless the proxy provides for alonger period.

           (f) Without limiting the manner in which a stockholder mayauthorize another person or persons to act for the stockholder asproxy pursuant to subsection (e) of this section, the followingshall constitute a valid means by which a stockholder may grantsuch authority:

                      (i)           A stockholder may execute a writing authorizing another person orpersons to act for the stockholder as proxy Execution may beaccomplished by the stockholder or the stockholder's authorizedofficer, director, employee or agent signing such writing orcausing her or his signature to be affixed to such writing by anyreasonable means including, but not limited to, by facsimilesignature.

                      (ii)        A stockholder mayauthorize another person or persons to act for the stockholder asproxy by transmitting or authorizing the transmission of atelegram, cablegram or other means of electronic transmission tothe person who will be the holder of the proxy or to a proxysolicitation firm, proxy support service organization or like agentduly authorized by the person who will be the holder of the proxyto receive such transmission, provided that any such telegram,cablegram or other means of electronic transmission must either setforth or be submitted with information from which it can bedetermined that the telegram, cablegram or other electronictransmission was authorized by the stockholder. Such authorizationcan be established by the signature of the stockholder on theproxy, either in writing or by a signature stamp or facsimilesignature, or by a number or symbol from which the identity of thestockholder can be determined, or by any other procedure deemedappropriate by the inspectors. If it is determined that suchtelegrams, cablegrams or other electronic transmissions are valid,the inspectors shall specify the information upon which theyrelied.

           (g) Any copy, facsimile telecommunication or other reliablereproduction of the writing or transmission created pursuant tosubsection (f) of this section may be substituted or used in lieuof the original writing or transmission for any and all purposesfor which the original writing or transmission could be used,provided that such copy, facsimile telecommunication or otherreproduction shall be a complete reproduction of the entireoriginal writing or transmission.

           Section 8.         VotingProcedures and Inspectors of Elections.

           (a) The corporation shall, in advance of any meeting ofstockholders, appoint one or more Inspectors to act at the meetingand make a written report thereof. The corporation may designateone or more persons as alternate Inspectors to replace anyInspector who fails to act. If no Inspector or alternate is able toact at a meeting of stockholders, the person presiding at themeeting shall appoint one or more Inspectors to act at the meeting.Each Inspector, before entering upon the discharge of her or hisduties, shall take and sign an oath faithfully to execute theduties of Inspector with strict impartiality and according to thebest of the Inspector's ability.

           (b) The Inspectors shall (i) ascertain the number of sharesoutstanding and the voting power of each, (ii) determine the sharesrepresented at a meeting and the validity of proxies and ballots,(iii) count all votes and ballots, (iv) determine and retain for areasonable period a record of the disposition of any challengesmade to any determination by the Inspectors, and (v) certify theirdetermination of the number of shares represented at the meeting,and their count of all votes and ballots. The Inspectors mayappoint or retain other persons or entities to assist theInspectors in the performance of the duties of theInspectors.

           (c) The date and time of the opening and the closing of the pollsfor each matter upon which the stockholders will vote at a meetingshall be announced at the meeting. No ballot, proxies or votes, norany revocations thereof or changes thereto, shall be accepted bythe Inspectors after the closing of the polls unless the Court ofChancery upon application by a stockholder shall determineotherwise.

           (d) In determining the validity and counting of proxies andballots, the Inspectors shall be limited to an examination of theproxies, any envelopes submitted with those proxies, anyinformation provided in accordance with Section 212 (c) (2) of theDelaware General Corporation Law, ballots and the regular books andrecords of the corporation, except that the Inspectors may considerother reliable information for the limited purpose of reconcilingproxies and ballots submitted by or on behalf of banks, brokers,their nominees or similar persons which represent more votes thanthe holder of a proxy is authorized by the record owner to cast ormore votes than the stockholder holds of record. If the Inspectorsconsider other reliable information for the limited purposepermitted herein, the Inspectors at the time they make theircertification pursuant to subsection (b) (v) of this section shallspecify the precise information considered by them including theperson or persons from whom they obtained the information, when theinformation was obtained, the means by which the information wasobtained and the basis for the Inspectors' belief that suchinformation is accurate and reliable.

           Section 9.         StockList.

           A complete list of stockholders of the corporation entitled to voteat any meeting of stockholders, arranged in alphabetical order foreach class of stock and showing the address of each suchstockholder and the number of shares registered in her or his name,shall be open to the examination of any such stockholder, for anypurpose germane to the meeting, during ordinary business hours forperiod of at least ten days prior to the meeting, either at a placewithin the city where the meeting is to be held, which place shallbe 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 meetingduring the whole time thereof and shall be open to the examinationof any stockholder who is present. This list shall presumptivelydetermine the identity of the stockholders entitled to vote at themeeting and the number of shares held by each of them.

           Section 10. Meetings.

           At any annual meeting of the stockholders, only such business shallbe conducted as shall have been properly brought before themeeting. To be properly brought before a meeting, business must bespecified in the notice of meeting (or any supplement thereto)given by or at the direction of the board of directors, otherwiseproperly brought before the meeting by or at the direction of theboard of directors or otherwise properly brought before the meetingby a stockholder. In addition to any other applicable requirements,for business to be properly brought before an annual meeting by astockholder, the stockholder must have given timely notice thereofin writing to the Secretary, The Clorox Company, as prescribed inSection 2 of Article VI of the Bylaws. A stockholder's notice tothe Secretary shall set forth as to each matter the stockholderproposes to bring before the annual meeting:

           (i) a brief description of the business desired to be broughtbefore the annual meeting and the reasons for conducting suchbusiness at the meeting,

           (ii)  the name and record address of the stockholder proposingsuch business,

           (iii)  the class and number of shares of the corporation whichare beneficially owned by the stockholder, and

           (iv)  any material interest of the stockholder in suchbusiness.

           Notwithstanding anything in the Bylaws to the contrary, no businessshall be conducted at a meeting except in accordance with theprocedures set forth in this Section 10, provided, however, thatnothing in this Section 10 shall be deemed to preclude discussionby any stockholder of any business properly brought before themeeting in accordance with said procedure.

           The Chairman of the meeting shall, if the facts warrant, determineand declare to the meeting that business was not properly broughtbefore the meeting in accordance with the provisions of thisSection 10, and if she or he should so determine, she or he shallso declare to the meeting and any such business not properlybrought before the meeting shall not be transacted.

           Section 11.       Nominations ofPersons for Election to the Board of Directors.

           In addition to any other applicable requirements, only persons whoare nominated in accordance with the following procedures shall beeligible for election as directors. Nominations of persons forelection to the board of directors of the corporation may be madeat a meeting of stockholders by or at the direction of the board ofdirectors, by any nominating committee or person appointed by theboard of directors or by any stockholder of the corporationentitled to vote for the election of directors at the meeting whocomplies with the notice procedures set forth in this Section 11.Such nominations, other than those made by or at the direction ofthe board of directors, shall be made pursuant to timely notice inwriting to the Secretary, The Clorox Company, as prescribed inSection 2 of Article VI of the Bylaws. Such stockholders' noticeshall set forth:

           (a)           as to each person whom the stockholder proposes to nominate forelection or reelection as a director,

                      (i)  the name, age, business address and residence address ofthe person,

           (ii)  the principal occupation or employment of theperson,

           (iii)  the class and number of shares of the corporation whichare beneficially owned by the person, and

           (iv) any other information relating to the person that is requiredto be disclosed in solicitations for proxies for election ofdirectors pursuant to Rule 14a under the Securities Exchange Act of1934; 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 whichare beneficially owned by the stockholder.

           The corporation may require any proposed nominee to furnish suchother information as may reasonably be required by the corporationto determine the eligibility of such proposed nominee to serve as adirector of the corporation.

           No person shall be eligible for election as a director of thecorporation unless nominated in accordance with the procedures setforth herein. These provisions shall not apply to nomination of anypersons entitled to be separately elected by holders of preferredstock.

           The Chairman of the meeting shall, if the facts warrant, determineand declare to the meeting that a nomination was not made inaccordance with the foregoing procedure, and if she or he should sodetermine, she or he shall so declare to the meeting and thedefective nomination shall be disregarded.

ARTICLE II - BOARD OFDIRECTORS

           Section1.           Number and Term of Office.

           The number of directors who shall constitute the whole board shallbe such number, not less than nine, as shall be fixed from time totime by resolution of the board of directors. Each director shallbe elected for a term of one year and until her or his successor iselected and qualified, except as otherwise provided herein orrequired by law.

           Whenever the authorized number of directors is increased betweenannual meetings of the stockholders, a majority of the directorsthen in office shall have the power to elect such new directors forthe balance of a term and until their successors are elected andqualified. Any decrease in the authorized number of directors shallnot become effective until the expiration of the term of thedirectors then in office unless, at the time of such decrease,there shall be vacancies on the board which are being eliminated bythe decrease.

           Section 2.           Vacancies.

           If the office of any director becomes vacant by reason of death,resignation, disqualification, removal or other cause, a majorityof the directors remaining in office, although less than a quorum,may elect a successor for the unexpired term and until her or hissuccessor is elected and qualified.

           Section 3.         RegularMeetings.

           Regular meetings of the board of directors shall be held at suchplace or places, on such date or dates, and at such time or timesas shall have been established by the board of directors andpublicized among all directors. A notice of each regular meetingshall not be required.

           Section 4.         SpecialMeetings.

           Special meetings of the board of directors may be called by theChairman of the Board or the President or any two directors andshall be held at such place, on such date, and at such time as sheor he or they shall fix. Notice of the place, date, and time ofeach such special meeting shall be given each director (who doesnot waive notice) by mail, telegraph or by other form of writtennotice not less than seventy-two hours before the meeting or bytelephone not less than twenty-four hours before the meeting.Unless otherwise indicated in the notice thereof, any and allbusiness may be transacted at a special meeting.

           Section 5.           Quorum

           At any meeting of the board of directors, a majority of the totalnumber of the whole board shall constitute a quorum for allpurposes. If a quorum shall fail to attend any meeting, a majorityof those present may adjourn the meeting to another place, date, ortime, without further notice or waiver thereof.

           Section6.           Participation in Meetings By Conference Telephone.

           Members of the board of directors, or of any committee thereof, mayparticipate in a meeting of the board or committee by means ofconference telephone or similar communications equipment by meansof which all persons participating in the meeting can hear eachother and such participation shall constitute presence in person atsuch meeting.

           Section7.           Conduct of Business.

           At any meeting of the board of directors, business shall betransacted in such order and manner as the Chairman of the Boardmay from time to time determine, and all matters shall bedetermined by the vote of a majority of the directors present,except as otherwise provided herein or required by law. Action maybe taken by the board of directors without a meeting if all membersthereof consent thereto in writing, and the writing or writings arefiled with the minutes of proceedings of the board ofdirectors.

           Section 8.           Powers.

           The business and affairs of the corporation shall be managed by theboard of directors and the board of directors may, except asotherwise required by law, exercise all such powers and do all suchacts and things as may be exercised or done by thecorporation.

           Section 9.         Fees andCompensation of Directors.

           Directors and members of committees of the board may be allowed afixed or annual fee to be determined by resolution of the board ofdirectors for acting as a director or a member of a committee.Nothing herein contained shall be construed to preclude anydirector from serving the corporation in another capacity as anofficer, agent, employee or otherwise, and receiving compensationtherefor.

ARTICLE III -COMMITTEES

           Section1.           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 suchpowers and duties as it thereby confers, to serve at the pleasureof the board and shall, for those committees and any othersprovided for herein, elect a director or directors to serve as themember or members, designating, if it desires, other directors asalternate members who may replace any absent or disqualified memberat any meeting of the committee. Any committee so designated mayexercise the power and authority of the board of directors todeclare a dividend or to authorize the issuance of stock if theresolution which designates the committee or a supplementalresolution of the board of directors shall so provide. In theabsence or disqualification of any member of any committee and anyalternate member in his place, the member or members of thecommittee present at the meeting and not disqualified from voting,whether or not he or they constitute a quorum, may by unanimousvote appoint another member of the board of directors to act at themeeting in the place of the absent or disqualifiedmember.

           Section2.           Conduct of Business.

           Each committee may determine the procedural rules for meeting andconducting its business and shall act in accordance therewith,except as otherwise provided herein or required by law. Adequateprovision shall be made for notice to members of all meetings;one-third of the members shall constitute a quorum unless thecommittee shall consist of one or two members, in which event onemember shall constitute a quorum; and all matters shall bedetermined by a majority vote of the members present. Action may betaken by any committee without a meeting if all members thereofconsent thereto in writing, and the writing or writings are filedwith the minutes of the proceedings of such committee.

ARTICLE IV -OFFICERS

           Section I.           Generally.

The officers of thecorporation shall be a Chairman of the Board, a President, one ormore Vice Presidents and a Secretary. The Board of directors, inits discretion, may designate from among those officers a ChiefExecutive Officer, a Chief Operating Officer, and/or a ChiefFinancial Officer. The corporation may also have, at the discretionof the board of directors, one or more Vice Chairmen of the Board,General Managers, a Treasurer, a Controller, one or more AssistantSecretaries, one or more Assistant Treasurers and such otherofficers as the board of directors may deem expedient. Any numberof offices may be held by the same person.

           Section 2.           Appointment.

The Chairman of the Board,the President, the Vice President or Vice Presidents, theSecretary, the Chief Executive Officer, the Chief operating Officerand the Chief Financial Officer shall be appointed by the Board ofDirectors.  Other officers may be appointed from time to timeby the board of directors or by an officer to whom the board shallhave delegated the power to appoint. Each officer of thecorporation shall serve at the pleasure of the board of directorssubject to the rights, if any, of any officer under any contract ofemployment.

           Section3.           Removal and Resignation.

           Any officer may be removed either with or without cause, by amajority of the directors attending a duly held directors' meetingat which a quorum is present or, except in the case of an officerchosen by the board of directors, by any officer upon whom suchpower of removal has been conferred by the board of directors. Anyofficer may resign at any time by giving written notice to theboard of directors, to the President, or to the Secretary prejudiceto the rights, if any, contract to which the officer is aparty.

           Section 4.           Vacancies.

           A vacancy in any office because of death, resignation, removal orany other cause may be filled by the board of directors or by anofficer to whom the board of directors shall have delegated thepower to appoint.

           Section5.           Chairman of the Board.

           The Chairman of the Board shall preside at all meetings of theboard of directors and the stockholders. She or He shall have suchpowers and perform such duties as are incident to her or his officeor as may be properly granted to or required of her or him by theboard of directors.

           Section 6.         ViceChairman of the Board.

           Each Vice Chairman of the Board shall, under the supervision of theChairman of the Board, have such powers and perform such duties asmay be properly granted to or required of her or him by the boardof directors or by the Chairman of the Board. During the absence ordisability of the Chairman of the Board, a Vice Chairman of theBoard, in order of rank as fixed by the board of directors, shallpreside at all meetings of the stockholders and of the board ofdirectors.

           Section 7.           President.

           The President shall have such powers and perform such duties as areincident to hers or his office or as may be properly granted to orrequired of her or him by the board of directors. In the absence ordisability of the Chairman and the Vice Chairman, the Presidentshall preside at meetings of the board of directors andstockholders.

           Section 8.         VicePresident.

           In the absence or the disability of the President, the VicePresidents in the order of rank fixed by the board of directors, orif not ranked, the Vice President designated by the board ofdirectors, shall perform the duties of the President and when soacting shall have the powers of, and be subject to the restrictionsupon the President. The Vice Presidents shall have such otherpowers and perform such other duties as from time to time may beprescribed for them respectively by the board ofdirectors.

           Section 9.         ChiefExecutive Officer.

           The board of directors may designate an officer to serve as ChiefExecutive Officer. The Chief Executive Officer shall, subject tothe control of the board of directors, have the ultimatesupervision, direction and control of the policies, businessaffairs and officers of the corporation.

           Section 10.       Chief OperatingOfficer.

           The board of directors may designate an officer to serve as ChiefOperating Officer. The Chief Operating officer shall, subject tothe control of the Chief Executive Officer, if any has beendesignated, and if not, subject to the control of an officer sodesignated 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, theChief Operating Officer will assume the powers and responsibilitiesof the Chief Executive Officer.

           Section 11.       Chief FinancialOfficer.

           The Chief Financial Officer, who may, but need not, be theTreasurer, shall keep and maintain adequate and correct books andrecords of accounts of the corporation, and shall see that allmoneys and other valuables of the corporation are deposited in thename and to the credit of the corporation with such depositories asmay be designated by the board of directors. She or he shalldisburse the funds of the corporation as directed by the board ofdirectors, shall render to the President and directors, wheneverthey request it, an account of all of her or his transactions inher or his official capacity and of the financial condition of thecorporation, and shall have such other powers and perform suchother duties as may be prescribed by the board ofdirectors.

           Section12.           Secretary.

           The Secretary shall keep, at the principal office of thecorporation or such other place as the board of directors mayorder, a book of minutes of all meetings of directors andstockholders, with the time and place held, whether regular orspecial, and if special, how authorized, the notice thereof given,the names of those present at directors' meetings, the number ofshares present or represented at stockholders' meetings and theproceedings thereof. The Secretary shall keep, at the principaloffice of the corporation, or at the office of the corporation'stransfer agent, or registrar, a record of its stockholders showingthe names of the stockholders and their addresses, the number andclasses of shares held by each, the number and date of cancellationof every certificate surrendered for cancellation. The Secretaryshall give notice of all meetings of the stockholders and of theboard of directors required by these Bylaws to be given and shallkeep the seal of the corporation in safe custody, and shall havesuch other powers and perform such other duties as may beprescribed by the board of directors.

           Section 13.       Treasurer andAssistant Treasurers.

           The Treasurer shall have the custody of the corporate funds andsecurities and shall keep full and accurate accounts of receiptsand disbursements in books belonging to the corporation and shalldeposit all moneys and other valuable effects in the name and tothe credit of the corporation in such depositories as she or heshall select. She or he shall disburse the funds of the corporationand shall issue and sign all checks, drafts, bills of exchange,promissory notes, letters of credit and other evidences ofindebtedness; and shall open safe deposit boxes of the corporation.The Treasurer shall also designate employees who shall haveauthority to sign checks on bank accounts of thecorporation.

           Checks of the corporation drawn against accounts maintained at anybank, wherever located, may be signed with applied facsimilesignature of the Treasurer or any other person designated by her orhim. The Secretary is authorized to file with such banks certifiedspecimens of facsimile signatures authorized by thisBylaw.

           If required by the board of directors, she or he shall give thecorporation a bond (which shall be renewed ever six years) in suchsum and with such surety or sureties as shall be satisfactory tothe board of directors for the faithful performance of the dutiesof her or his office and for the restoration to the corporation, incase of her or his death, resignation, retirement or removal fromoffice, of all books, papers, vouchers, money and other property ofwhatever kind in her or his possession or under his controlbelonging to the corporation.

           The Assistant Treasurer, or if there shall be more than one, theAssistant Treasurers in the order determined by the board ofdirectors (or if there be no such determination, then in the orderof their election), shall in the absence of the Treasurer or in theevent of her or his inability or refusal to act, perform the dutiesand exercise the powers of the Treasurer and shall perform suchother duties and have such other powers as the board of directorsor the Treasurer may from time to time prescribe.

           Section 14.           Controller.

           The Controller (in case the board of directors establishes suchoffice) shall have supervision and charge of the accounts of thecorporation. She or he shall be responsible for the maintenance ofadequate accounting records and shall perform such other duties asshall be assigned to her or him by the board of directors or theChief Financial Officer.

           Section 15.       OtherOfficers.

           Officers, other than the Chairman of the Board, President, VicePresidents, Secretary and Chief Financial Officer shall have suchpowers and perform such duties as may be prescribed by the board ofdirectors.

ARTICLE V -STOCK

           Section1.           Certificates of Stock.

           Each stockholder shall be entitled to a certificate signed by, orin the name of the corporation by, the Chairman of the Board, thePresident or a Vice President, and by the Secretary or an AssistantSecretary, or the Treasurer or an Assistant Treasurer, certifyingthe number of shares owned by her or him. Any of or all thesignatures on the certificate may be facsimile.

           Section2.           Transfers of Stock.

           Transfers of stock shall be made only upon the transfer books ofthe corporation kept at an office of the corporation or by transferagents designated to transfer shares of the stock of thecorporation. Except where a certificate is issued in accordancewith Section 4 of Article V of these Bylaws, an outstandingcertificate for the number of shares involved shall be surrenderedfor cancellation before a new certificate is issuedtherefor.

           Section 3.         RecordDate.

           (a) In order that the corporation may determine the stockholdersentitled to notice of or to vote at any meeting of stockholders orany adjournment thereof, the board of directors may fix a recorddate, which record date shall not precede the date upon which theresolution fixing the record date is adopted by the board ofdirectors, and which record date shall not be more than sixty norless than ten days before the date of such meeting. If no recorddate is fixed by the board of directors, the record date fordetermining stockholders entitled to notice of or to vote at ameeting of stockholders shall be at the close of business on theday next preceding the day on which notice is given, or, if noticeis waived, at the close of business on the day next preceding theday on which the meeting is held. A determination of stockholdersof record entitled to notice of or to vote at a meeting ofstockholders shall apply to any adjournment of the meeting;provided, however, that the board of directors may fix a new recorddate for the adjourned meeting.

           (b) In order that the corporation may determine the stockholdersentitled to receive payment of any dividend or other distributionor allotment of any rights or the stockholders entitled to exerciseany rights in respect of any change, conversion or exchange ofstock, or for the purpose of any other lawful action, the board ofdirectors may fix a record date, which record date shall notprecede the date upon which the resolution fixing the record dateis adopted, and which record date shall be not more than sixty daysprior to such action. If no record date is fixed, the record datefor determining stockholders for any such purpose shall be at theclose of business on the day on which the board of directors adoptsthe resolution relating thereto.

           Section 4.         Lost,Stolen or Destroyed Certificates.

           In the event of the loss, theft or destruction of any certificateof stock, another may be issued in its place pursuant to suchregulations as the board of directors may establish concerningproof of such loss, theft or destruction and concerning the givingof a satisfactory bond or bonds of indemnity.

           Section 5.           Regulations.

The issue, transfer,conversion and registration of certificates of stock shall begoverned by such other regulations as the board of directors mayestablish.

ARTICLE VI -NOTICES

           Section 1.           Notices.

           Except as otherwise specifically provided herein or required bylaw, all notices required to be given to any stockholder, director,officer, employee or agent shall be in writing and may in everyinstance be effectively given by hand delivery to the recipientthereof, by depositing such notice in the mails, postage paid, orby sending such notice by prepaid telegram or mailgram. Any suchnotice shall be addressed to such stockholder, director, officer,employee or agent at her or his last known address as the sameappears on the books of the corporation.  The time when suchnotice is received, if hand delivered, or dispatched, if deliveredthrough the mails or by telegram or mailgram, shall be the time ofthe giving of the notice.

           Section 2.  Timeliness of Notices by Stockholders of Proposalsfor Consideration at a Meeting of the Stockholders and Nominationsof Persons for Election to the Board of Directors.  To betimely, a stockholders' notice of nominations of persons forelection to the Board of Directors or other business to be properlybrought before an annual meeting pursuant to Section 10 or 11 ofArticle I of the Bylaws shall be delivered to or mailed andreceived by the Secretary at the principal executive offices of thecorporation not less than 70 days nor more than 170 days prior tothe first anniversary of the preceding year's annual meeting;provided, however, that in the event that the date of the annualmeeting is advanced by more than 20 days, or delayed by more than70 days, from such anniversary date, notice by the stockholder tobe timely must be so delivered not earlier than the close ofbusiness on the later of the seventieth day prior to such annualmeeting or the tenth day following the day on which publicannouncement of the date of such meeting is first 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 theevent for which notice is to be given, shall be deemed equivalentto the notice required to be given to such stockholder, director,officer, employee or agent. Neither the business nor the purpose ofany meeting need be specified in such a waiver.

ARTICLE VII -MISCELLANEOUS

           Section1.           Facsimile Signatures.

           In addition to the provisions for use of facsimile signatureselsewhere specifically authorized in these Bylaws, facsimilesignatures of any officer or officers of the corporation may beused whenever and as authorized by the board of directors or acommittee thereof.

           Section2.           Corporate Seal.

           The board of directors may provide a suitable seal, containing thename of the corporation, which seal shall be in the charge of theSecretary. If and when so directed by the board of directors or acommittee thereof, duplicates of the seal may be kept and used bythe Treasurer or by an Assistant Secretary or AssistantTreasurer.

           Section3.           Reliance upon Books, Reports and Records.

           Each director, each member of any committee designated by the boardof directors, and each officer of the corporation shall, in theperformance of his duties, be fully protected in relying in goodfaith upon the records of the corporation and upon suchinformation, opinions, reports or statements presented to thecorporation by any of the corporation's officers or employees, orcommittees of the board of directors, or by any other person as tomatters the member reasonably believes are within such otherperson's professional or expert competence and who has beenselected with reasonable care by or on behalf of thecorporation.

           Section4.           Contracts, Etc. How Executed.

           Contracts, deeds, mortgages, leases, bonds, powers of attorney,bills of sale, and all documents and paper requiring the signatureof the corporation shall be executed by the President of thecorporation or one of the Vice Presidents.  A Vice Presidentmay, by designation in writing, delegate to employees responsibleto her or him the right to execute any of such contracts, deeds,mortgages, leases, bonds, powers of attorney, bills of sale, andany other documents and paper requiring the signature of thecorporation.  A copy of such delegation shall be depositedwith the Secretary of the corporation.

           Section 5.         Votingof Shares of Other Corporations.

           The Chairman of the Board, the President, any Vice President, orany other officer or agent specifically authorized by resolution ofthe board of directors, or by the Chairman of the Board, thePresident or any Vice President, is authorized to vote, representand exercise on behalf of the corporation all rights incident toany shares of any other corporation held by thecorporation.

           Section 6.         FiscalYear.

           The fiscal year of the corporation shall be as fixed by the boardof directors.

           Section 7.         TimePeriods.

           In applying any provision of these Bylaws which require that an actbe 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 ofdays prior to an event, calendar days shall be used; the day of thedoing of the act shall be excluded and the day of the event shallbe included.

ARTICLE VIII -AMENDMENTS

           These Bylaws may be amended or repealed by the board of directorsat any meeting or by the stockholders at any meeting.

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

Dated:  ____________________________

By:           ____________________________

Title:           ____________________________

pdb/twh

09/98

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