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

**Washington, D.C. 20549**

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**FORM8-K**

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

Date ofReport (Date of Earliest Event Reported): November 29,2004

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

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

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

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

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

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

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

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

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

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

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

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ITEM8.01  OTHER EVENTS

The information set forthin the Registrant’s press release regarding its proposedprivate placement of $1.65 billion aggregate principal amountof senior notes (the “Notes”), dated November 29, 2004,which is filed as exhibit 99.1 hereto, is incorporated herein byreference.

The information containedin this Current Report on Form 8-K is neither an offer to sell nora solicitation of an offer to buy any of the Notes. The Notes to beoffered will not be registered under the Securities Act of 1933, asamended (the “Securities Act”), or applicable statesecurities laws and may not be offered or sold in the United Statesabsent registration or an applicable exemption from theregistration requirements of the Securities Act.

In connection with theoffering of the Notes, the Registrant indicated that it expectsto

enter into a $1.3 billionfive-year revolving credit facility (the “creditfacility”) prior to the consummation of the offering of theNotes. Amounts that it borrows under the credit facility willmature in 2009. 

The Registrant anticipatesthat it will have the option to elect one of two methods forcalculating the interest due on its borrowings under the creditfacility. If the Registrant elects the base rate, its rate perannum will be equal to the higher of (i) Citibank, N.A.’squoted base rate and (ii) the sum of one half of one percent plusthe federal funds rate for the applicable day. If the Registrantelects the Euro-Dollar rate, its rate per annum will be equal toLIBOR plus an applicable margin that is determined based on theratio of the Registrant’s total borrowings to the totalcommitments available to the Registrant under the credit facility.The credit facility will contain a mechanism whereby the Registrantmay elect to change the method of interest calculation undercertain circumstances.

The Registrant anticipatesthat the credit facility will provide for the issuance of lettersof credit, provided that, immediately after a letter of credit isissued (x) the total outstanding amount shall not exceed theaggregate amount of the commitments and (y) the aggregate amount ofthe letter of credit liabilities of all banks shall not exceed $100million, subject to other conditions and limitations that will beset forth in the credit facility.

The Registrant anticipatesthat the credit facility will contain certain covenants, includingamong others, a covenant that limits the amount of consolidateddebt that the Registrant can incur in relation to its consolidatedEBITDA for certain time periods.

As of November 22, 2004the Registrant had received commitments for the full amount of thecredit facility, which is subject to final documentation and othercustomary conditions. Terms and specific dollar amounts are subjectto change based on market and other conditions.

Information aboutForwarding Looking Statements:

This Current Report onForm 8-K contains forward-looking statements within the meaning ofSection 27A of the Securities Act, and Section 21E of theSecurities Exchange Act of 1934, as amended. Such statementsinclude statements regarding the Registrant’s expectations,hopes or intentions regarding the future, including but not limitedto statements regarding the offering of the Notes and theRegistrant’s intent to enter into the credit facility priorto the consummation of the offering of the Notes. There can be noassurances that the offering of the Notes will be completed in theamount specified, or at all or that the anticipated credit facilitywill be completed on favorable terms, or at all. Forward-lookingstatements involve certain risks and uncertainties, and actualresults may differ materially from those discussed in any suchstatement. Among the factors that could cause actual results todiffer materially from the forward-looking statements includeeconomic and market place conditions and events and other relatedrisks. All forward-looking statements in this Current Report onForm 8-K are made as of the date hereof, based on informationavailable to the Registrant as of the date hereof, and you arecautioned not to rely on these statements without also consideringthe risks and uncertainties associated with these statements andthe Registrant’s business that are addressed in this CurrentReport on Form 8-K. The Registrant’s assumes no obligation toupdate any forward-looking statement.

ITEM9.01  FINANCIAL  STATEMENTS AND EXHIBITSSIGNATURES

(c)       Exhibits

Exhibit             Description

99.1                Press Release, dated November 29, 2004.

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

                                                                       THE CLOROX COMPANY

Date:  November 29,2004                              By: /s/ PAMELA FLETCHER

                                                                                   Pamela Fletcher

                                                                                   Vice President -Secretary       

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EXHIBITINDEX

Exhibit             Description

99.1                Press Release, dated November 29, 2004.

                                              

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