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                                                                     Exhibit 4.1
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                          FIRST SUPPLEMENTAL INDENTURE

                          Dated as of February 8, 2001

                                       to

                                    INDENTURE

                           Dated as of March 15, 1999

                                     between

                               THE CLOROX COMPANY,
                                    as Issuer

                                       and

                              THE BANK OF NEW YORK,
                                   as Trustee




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                          FIRST SUPPLEMENTAL INDENTURE

         This FIRST SUPPLEMENTAL INDENTURE (this "Agreement"), dated as of
February 8, 2001, is made among THE CLOROX COMPANY, a Delaware corporation (the
"Company") and THE BANK OF NEW YORK, a New York banking corporation, as trustee
under the indenture referred to below (the "Trustee").

                                   WITNESSETH:

         WHEREAS, the Company has heretofore executed and delivered to the
Trustee an Indenture, dated as of March 15, 1999, (the "Indenture") providing
for the issuance of an unlimited aggregate principal amount of securities (the
"Securities");

         WHEREAS, the Company proposes to create under the Indenture a new
Series of Securities;

         WHEREAS, Section 2.2 of the Indenture provides that at or prior to the
issuance of any Securities within a Series, the terms of the Series of
Securities shall be established by a Board Resolution, a supplemental indenture
or an Officers' Certificate pursuant to authority granted under a Board
Resolution;

         WHEREAS, all conditions necessary to authorize the execution and
delivery of this First Supplemental Indenture and to make it a valid and binding
obligation of the Company have been done or performed;

         NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the Company
and the Trustee mutually covenant and agree as follows:

         1.       DEFINITIONS.
                  -----------

                  (a) "ATTRIBUTABLE DEBT" has the meaning specified in
                      Section 2(j)(ii).

                  (b)  "COMPARABLE TREASURY ISSUE" means the United States
                       Treasury security selected by the Reference Treasury
                       Dealer as having a maturity comparable to the remaining
                       term of the Notes to be redeemed that would be utilized,
                       at the time of selection and in accordance with customary
                       financial practice, in pricing new issues of corporate
                       debt securities of comparable maturity to the remaining
                       term of the Notes.

                  (c)  "COMPARABLE TREASURY PRICE" means, with respect to any
                       redemption date, (A) the average of the Reference
                       Treasury Dealer Quotations for

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                       such redemption date, after excluding the highest and
                       lowest such Reference Treasury Dealer Quotations, or (B)
                       if the Trustee obtains fewer than three such Reference
                       Treasury Dealer Quotations, the average of all such
                       Quotations, or (C) if only one Reference Treasury Dealer
                       Quotation is received, such Quotation.

                  (d)  "CONSOLIDATED NET TANGIBLE ASSETS" means, as of any
                       particular time, the total amount of assets (less
                       applicable reserves) of the Company and all of its
                       consolidated subsidiaries, taken as a whole, after
                       deducting therefrom (a) all current liabilities excluding
                       any thereof which are by their terms extendible or
                       renewable at the option of the obligor thereon to a time
                       more than 12 months after the time as of which the amount
                       thereof is being computed and excluding current
                       maturities of long-term indebtedness), and (b) all
                       goodwill, trade names, trademarks, patents, unamortized
                       debt discount and expense and other like intangible
                       assets, all as shown in the latest quarterly consolidated
                       balance sheet of the Company contained in the Company's
                       then most recent annual report to stockholders or
                       quarterly report filed with the Securities and Exchange
                       Commission, as the case may be, except that assets shall
                       include an amount equal to the Attributable Debt in
                       respect of any Sale and Lease-Back Transaction not
                       capitalized on such balance sheet.

                  (e)  "PRINCIPAL PROPERTY" means any manufacturing plant or
                       facility which is located within the continental United
                       States and is owned by the Company or any Restricted
                       Subsidiary. The Company's board of directors (or any duly
                       authorized committee of the board of directors) by
                       resolution may create an exception by declaring that a
                       plant or facility, together with all other plants and
                       facilities previously so declared, is not of material
                       importance to the total business conducted by the Company
                       and its Restricted Subsidiaries as an entirety.

                  (f)  "REFERENCE TREASURY DEALER" means (A) Salomon Smith
                       Barney Inc. (or its respective affiliates which are
                       Primary Treasury Dealers) and its respective successors;
                       provided, however, that if any of the foregoing shall
                       cease to be a primary U.S. Government securities dealer
                       in The City of New York (a "Primary Treasury Dealer"),
                       the Company shall substitute therefor another Primary
                       Treasury Dealer; and (B) any other Primary Treasury
                       Dealer(s) selected by the Company.

                  (g)  "REFERENCE TREASURY DEALER QUOTATION" means, with respect
                       to each Reference Treasury Dealer and any redemption
                       date, the average, as determined by the Trustee, of the
                       bid and asked prices for the Comparable Treasury Issue
                       (expressed in each case as a percentage of its principal
                       amount) quoted in writing to the Trustee by such
                       Reference Treasury Dealer at 5:00 p.m. (New York City
                       time) on the third business day preceding such redemption
                       date.

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                  (h)  "RESTRICTED SUBSIDIARY" means any Subsidiary: (i)
                       substantially all of the property of which is located
                       within the continental United States, (ii) which owns a
                       Principal Property, (iii) and in which the Company's
                       investment exceeds 1% of the Company's consolidated
                       assets as shown on the Company's latest quarterly
                       financial statements.

                  (i)  "SALE AND LEASE-BACK TRANSACTION" has the meaning
                       specified in Section 2(j)(ii).

                  (j)  "TREASURY RATE" means, with respect to any redemption
                       date, the rate per annum equal to the semiannual
                       equivalent yield to maturity of the Comparable Treasury
                       Issue, assuming a price for the Comparable Treasury Issue
                       (expressed as a percentage of its principal amount) equal
                       to the Comparable Treasury Price for such redemption
                       date.

          2. ESTABLISHMENT OF TERMS OF SERIES OF SECURITIES. There is hereby
established a series of securities under the Indenture with the following terms:

             (a) TITLE AND CUSIP NUMBER. The title of the Series is "6 1/8%
Notes due February 1, 2011" (the "Notes"). The CUSIP number is 189054 AC 3.

             (b) ISSUANCE PRICE. The Notes will be issued at 99.692% of the
principal amount thereof.

             (c) AGGREGATE PRINCIPAL AMOUNT. The limit upon the aggregate
principal amount of Notes which may be authenticated and delivered under this
First Supplemental Indenture is $300,000,000.

             (d) MATURITY DATE. The date on which the principal of the Notes is
payable is February 1, 2011, subject to the provisions of the Indenture relating
to acceleration.

             (e) INTEREST. The Notes will bear interest from February 8,
2001, or from the most recent interest payment date to which interest has
been paid or duly provided for, at a rate of 6 1/8% per annum, payable
semi-annually on February 1 and August 1 of each year, commencing August 1,
2001. The Company will pay interest to the person in whose name a Note is
registered at the close of business on the January 15 or July 15 preceding
the interest payment date. The Company will compute interest on the basis of
a 360-day year consisting of twelve 30-day months.

             (f) PLACE AND METHOD OF PAYMENT FOR PRINCIPAL AND INTEREST. The
principal and interest on the Notes shall be payable at the offices of the
Trustee. The method of such payment shall be by wire transfer for Notes held in
book-entry form or by check mailed to the address of the person entitled to the
payment as it appears in the Notes register. If any interest payment date or
maturity or redemption date falls on a day that is not a Business Day, then the


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payment will be made on the next Business Day without additional interest and
with the same effect as if it were made on the originally scheduled date.

             (g) OPTIONAL REDEMPTION. All or a portion of the Notes may be
redeemed at the option of the Company at any time or from time to time at a
redemption price equal to the greater of (i) one hundred percent (100%) of the
principal amount of the Notes to be redeemed and (ii) the sum of the present
values of the remaining scheduled payments of principal and interest thereon
(not including any portion of any payments of interest accrued to the redemption
date) discounted to the redemption date on a semiannual basis at the Treasury
Rate, plus 15 basis points, as determined by the Reference Treasury Dealer,
plus, in either case, accrued and unpaid interest thereon to the redemption
date.

         Notwithstanding the foregoing, installments of interest on Notes that
are due and payable on interest payment dates falling on or prior to a
redemption date will be payable on the interest payment date to the registered
holders as of the close of business on the relevant record date according to the
Notes and the Indenture. The redemption price will be calculated on the basis of
a 360-day year consisting of twelve 30-day months.

         The Company shall mail notice of any redemption at least 30 days but
not more than 60 days before the redemption date to each registered holder of
the Notes to be redeemed. Once notice of redemption is mailed, the Notes called
for redemption will become due and payable on the redemption date and at the
applicable redemption price, plus accrued and unpaid interest to the redemption
date.

         On and after the redemption date, interest will cease to accrue on the
Notes or any portion of the Notes called for redemption (unless the Company
defaults in the payment of the redemption price and accrued interest). On or
before the redemption date, the Company shall deposit with a paying agent (or
the Trustee) money sufficient to pay the redemption price of and accrued
interest on the Notes to be redeemed on that date. If less than all of the Notes
of any series are to be redeemed, the Notes to be redeemed shall be selected by
lot by The Depository Trust Company, in the case of Notes represented by a
global security, or by the Trustee by a method the Trustee deems to be fair and
appropriate, in the case of Notes that are not represented by a global security.

             (h) FORM, CURRENCY AND DENOMINATIONS. The Company will issue the
Notes only in fully registered form, without coupons, in denominations of $1,000
and multiples of $1,000.

             (i) RANKING. The Notes will represent the Company's direct,
unsecured obligations and will rank equally with all of the Company's other
unsecured and unsubordinated indebtedness.


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             (j) ADDITIONAL COVENANTS. The changes in and additions to the
covenants set forth in Article IV or V of the Indenture which are applicable to
the Notes are:

                           (i) LIMITATIONS ON LIENS. The Company will not, nor
         will it permit any Restricted Subsidiary to, issue, assume or guarantee
         any indebtedness for money borrowed (hereinafter called "Debt"),
         secured by a mortgage, security interest, pledge, lien or other
         encumbrance (mortgages, security interests, pledges, liens and other
         encumbrances being hereinafter in this Section 2(j)(i) called a
         "mortgage" or "mortgages") upon any Principal Property of the Company
         or any Restricted Subsidiary or upon any shares of stock or
         indebtedness of any Restricted Subsidiary (whether such Principal
         Property, shares of stock or indebtedness of any Restricted Subsidiary
         are now owned or hereafter acquired) without in any such case
         effectively providing concurrently with the issuance, assumption or
         guaranty of any such Debt that the Notes (together with, if the Company
         shall so determine, any other indebtedness of or guaranteed by the
         Company or such Restricted Subsidiary ranking equally with the Notes
         and then existing or thereafter created) shall be secured equally and
         ratably with (or, at the option of the Company, prior to) such Debt so
         long as such Debt shall be so secured; PROVIDED, HOWEVER, that the
         foregoing restrictions shall not apply to Debt secured by:

                            (A) mortgages on property, shares of stock or
         indebtedness (hereinafter referred to as "Property") of any corporation
         existing at the time such corporation becomes a Restricted Subsidiary;

                           (B) mortgages on property existing at the time of
         acquisition of the affected property by the Company or a Restricted
         Subsidiary, or mortgages to secure the payment of all or any part of
         the purchase price of such property upon the acquisition of such
         property by the Company or a Restricted Subsidiary or to secure any
         Debt incurred by the Company or a Restricted Subsidiary prior to, at
         the time of, or within 360 days after the later of the acquisition, the
         completion of construction (including any improvements on an existing
         property) or the commencement of commercial operation of such property,
         which Debt is incurred for the purpose of financing all or any part of
         the purchase price thereof or construction or improvements thereon;
         PROVIDED, HOWEVER, that in the case of any such acquisition,
         construction or improvement the mortgage shall not apply to any
         property theretofore owned by the Company or a Restricted Subsidiary,
         other than, in the case of any such construction or improvement, any
         real property on which the property so constructed, or the improvement,
         is located which in the opinion of the Board of Directors was, prior to
         such construction or improvement, substantially unimproved for the use
         intended by the Company or such Restricted Subsidiary;

                           (C) mortgages on property of a Restricted Subsidiary
         securing Debt owing to the Company or to another Restricted Subsidiary;


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                           (D) mortgages on property of a corporation existing
         at the time such corporation is merged into or consolidated with the
         Company or a Restricted Subsidiary or at the time of a sale, lease or
         other disposition of the properties of a corporation or firm as an
         entirety or substantially as an entirety to the Company or a Restricted
         Subsidiary PROVIDED, HOWEVER, that any such mortgages do not attach to
         or affect property theretofore owned by the Company or such Restricted
         Subsidiary;

                           (E) mortgages on property owned or leased by the
         Company or a Restricted Subsidiary in favor of the United States of
         America or any State thereof, or any department, agency or
         instrumentality or political subdivision of the United States of
         America or any State thereof, or in favor of any other country or any
         political subdivision thereof, or in favor of holders of securities
         issued by any such entity, pursuant to any contract or statute
         (including, without limitation, mortgages to secure Debt of the
         pollution control or industrial revenue bond type) or to secure any
         indebtedness incurred for the purpose of financing all or any part of
         the purchase price or the cost of construction of the property subject
         to such mortgages;

                           (F) mortgages existing at the date of the Indenture
         or at the date of this Agreement;

                           (G) landlords' liens on fixtures located on premises
         leased by the Company or a Restricted Subsidiary in the ordinary course
         of business;

                           (H) mortgages on property of the Company or a
         Restricted Subsidiary to secure partial, progress, advance or other
         payments or any Debt incurred for the purpose of financing all or any
         part of the purchase price or the cost of construction, development, or
         substantial repair, alteration or improvement of the property subject
         to such mortgages if the commitment for the financing is obtained not
         later than one year after the later of the completion of or the placing
         into operation (exclusive of test and start-up periods) of such
         constructed, developed, repaired, altered or improved property;

                           (I) mortgages arising in connection with contracts
         and subcontracts with or made at the request of the United States of
         America, or any state thereof, or any department, agency or
         instrumentality of the United States or any state thereof;

                           (J) mechanics', materialmen's, carriers' or other
         like liens arising in the ordinary course of business (including
         construction of facilities) in respect of obligations which are not due
         or which are being contested in good faith;

                           (K) any mortgage arising by reason of deposits with,
         or the giving of any form of security to, any governmental agency or
         any body created or approved by law or governmental regulations, which
         is required by law or governmental regulation as a condition to the
         transaction of any business, or the exercise of any privilege,
         franchise


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         or license;

                           (L) mortgages for taxes, assessments or governmental
         charges or levies not yet delinquent, or mortgages for taxes,
         assessments or governmental charges or levies already delinquent but
         the validity of which is being contested in good faith;

                           (M) mortgages (including judgment liens) arising in
         connection with legal proceedings so long as such proceedings are being
         contested in good faith and, in the case of judgment liens, execution
         thereon is stayed; or

                           (N) any extension, renewal or replacement (or
         successive extensions, renewals or replacements) in whole or in part of
         any mortgage referred to in the foregoing clauses (A) to (M),
         inclusive, PROVIDED, HOWEVER, that the principal amount of Debt secured
         thereby shall not exceed the principal amount of Debt so secured at the
         time of such extension, renewal or replacement mortgage, and that such
         extension, renewal or replacement mortgage shall be limited to all or a
         part of the property which secured the mortgage so extended, renewed or
         replaced (plus improvements on such property).

         Notwithstanding the foregoing provisions of this Section, the Company
         and any one or more Restricted Subsidiaries may issue, assume or
         guarantee Debt secured by mortgages which would otherwise be subject to
         the foregoing restrictions in an aggregate amount which, together with
         all other Debt of the Company and its Restricted Subsidiaries which (if
         originally issued, assumed or guaranteed at such time) would otherwise
         be subject to the foregoing restrictions (not including Debt permitted
         to be secured under clauses (A) through (N) above), does not at the
         time exceed the greater of $300 million and 15% of Consolidated Net
         Tangible Assets, as shown on the latest quarterly consolidated
         financial statements of the Company preceding the date of
         determination.

                           (ii) SALE AND LEASEBACK. The Company will not, nor
         will it permit any Restricted Subsidiary to, enter into any arrangement
         with any person providing for the leasing by the Company or any
         Restricted Subsidiary of any Principal Property of the Company or any
         Restricted Subsidiary (whether such Principal Property is now owned or
         hereafter acquired) (except for temporary leases for a term of not more
         than three years and except for leases between the Company and a
         Restricted Subsidiary or between Restricted Subsidiaries), which
         Principal Property has been or is to be sold or transferred by the
         Company or such Restricted Subsidiary to such person (herein referred
         to as a "Sale and Lease-Back Transaction"), unless (A) the Company or
         such Restricted Subsidiary would be entitled, pursuant to the
         provisions of Section 2(j)(i), to issue, assume or guarantee Debt
         secured by a mortgage upon such Principal Property at least equal in
         amount to the Attributable Debt in respect of such arrangement without
         equally and ratably securing the Securities, PROVIDED, HOWEVER, that
         from and after the date on which such arrangement becomes effective the
         Attributable Debt in respect of such


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         arrangement shall be deemed for all purposes under Sections 2(j)(i) and
         (ii) to be Debt subject to the provisions of Section 2(j)(i); or (B)
         the Company shall apply an amount in cash equal to the Attributable
         Debt in respect of such arrangement to the retirement (other than any
         mandatory retirement or by way of payment at maturity), within 120 days
         of the effective date of any such arrangement, of Debt of the Company
         or any Restricted Subsidiary (other than Debt owned by the Company or
         any Restricted Subsidiary and other than Debt of the Company which is
         subordinated to the Securities) which by its terms matures at or is
         extendible or renewable at the option of the obligor to a date more
         than twelve months after the date of the creation of such Debt.

         The term "Attributable Debt" shall mean the present value (discounted
         at the actual percentage rate inherent in such arrangement as
         determined in good faith by the Company, compounded semi-annually) of
         the obligation of a lessee for rental payments during the remaining
         term of any lease (including any period for which such lease has been
         extended). Such rental payments shall not include amounts payable by
         the lessee for maintenance and repairs, insurance, taxes, assessments
         and similar charges and for contingent rents (such as those based on
         sales). In case of any lease which is terminable by the lessee upon the
         payment of a penalty, such rental payments shall also include such
         penalty, but no rent shall be considered as required to be paid under
         such lease subsequent to the first date upon which it may be so
         terminated. Any determination of any actual percentage rate inherent in
         any such arrangement made in good faith by the Company shall be binding
         and conclusive, and the Trustee shall have no duty with respect to any
         determination made under this Section 2(j)(ii).

         3. RATIFICATION OF INDENTURE; SUPPLEMENTAL INDENTURES PART OF
INDENTURE. Except as expressly amended hereby, the Indenture is in all respects
ratified and confirmed and all the terms, conditions and provisions thereof
shall remain in full force and effect. This First Supplemental Indenture shall
form a part of the Indenture for all purposes, and every Securityholder
heretofore or hereafter authenticated and delivered shall be bound hereby.

         4. DEFINED TERMS.  Capitalized terms used herein without definition
shall have the respective terms assigned such terms in the Indenture.

         5. GOVERNING LAW. THIS FIRST SUPPLEMENTAL INDENTURE SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT
REGARD TO THE CHOICE OF LAW PROVISIONS THEREOF THAT WOULD REQUIRE THE
APPLICATION OF ANY OTHER LAWS).

         6. TRUSTEE MAKES NO REPRESENTATION. The Trustee makes no representation
as to the validity or sufficiency of this First Supplemental Indenture.



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         7. COUNTERPARTS. The parties may sign any number of copies of this
First Supplemental Indenture. Each signed copy shall be an original, but all of
them together represent the same agreement.

         8. EFFECT OF HEADINGS. The Section headings herein are for convenience
only and shall not effect the construction thereof.



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         IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Indenture to be duly executed as of the date first above written.


                              THE CLOROX COMPANY


                              By: /s/ Karen M. Rose
                                  ---------------------------------------
                                  Name:   Karen M. Rose
                                  Title:  Group Vice President and Chief
                                          Financial Officer

                              THE BANK OF NEW YORK, as Trustee


                              By: /s/ Michael Pitfick
                                  ----------------------------------------
                                  Name:   Michael Pitfick
                                  Title:  Treasurer


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