SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
THE CLOROX COMPANY

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
 (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

[LOGO]
THE CLOROX COMPANY

NOTICE OF ANNUAL MEETING
AND
PROXY STATEMENT

ANNUAL MEETING OF
STOCKHOLDERS
NOVEMBER 18, 1998

[LOGO]
THE CLOROX COMPANY
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON NOVEMBER 18, 1998
The Annual Meeting of Stockholders of The Clorox Company, a Delaware corporation (the "Company"), will be held at 9:00 A.M. on Wednesday, November 18, 1998, at the offices of the Company, 1221 Broadway, Oakland, California, for the following purposes:
1. To elect a board of eleven directors to hold office until the next annual election of directors;
2. To ratify the appointment of Deloitte & Touche LLP as independent auditors for the fiscal year ending June 30, 1999; and
3. To transact such other business as may properly come before the meeting or any adjournment thereof.
The board of directors has fixed the close of business on September 21, 1998 as the record date for determining the stockholders entitled to notice of, and to vote at, the meeting and any adjournment thereof. A list of such stockholders will be available at the time and place of the meeting and, during the ten days prior to the meeting, at the office of the Secretary of the Company at 1221 Broadway, Oakland, California.
A copy of the Company's Annual Report for the fiscal year ended June 30, 1998, containing financial statements, is included with this mailing.
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THIS MEETING. EVEN IF YOU PLAN TO ATTEND THE MEETING, WE HOPE THAT YOU WILL READ THE ENCLOSED PROXY STATEMENT AND THE VOTING INSTRUCTIONS ON THE ENCLOSED PROXY CARD, AND THEN VOTE
(1) BY COMPLETING, SIGNING, DATING AND MAILING THE PROXY CARD IN THE ENCLOSED POSTAGE PRE-PAID ENVELOPE, OR (2) BY CALLING THE 800 TOLL-FREE NUMBER LISTED ON THE PROXY CARD, OR (3) VIA THE INTERNET AS INDICATED ON THE PROXY CARD. THIS WILL NOT LIMIT YOUR RIGHT TO ATTEND OR VOTE AT THE MEETING.
By Order of the Board of Directors
[LOGO]
Peter D. Bewley,
SENIOR VICE PRESIDENT -- GENERAL
COUNSEL AND SECRETARY
September 29, 1998

THE CLOROX COMPANY
1221 BROADWAY
OAKLAND, CALIFORNIA 94612
PROXY STATEMENT
This proxy statement is furnished in connection with the solicitation of proxies by the board of directors of The Clorox Company, a Delaware corporation (the "Company"), for use at the Annual Meeting of Stockholders of the Company, to be held at 9:00 A.M. on November 18, 1998 at the above offices of the Company (the "Annual Meeting").
THE PROXY
A stockholder giving the enclosed proxy may revoke it at any time before it is used by giving written notice of revocation to the Secretary of the Company or by voting in person at the Annual Meeting.
VOTING AT THE ANNUAL MEETING
The only voting securities of the Company are its shares of Common Stock, of which 103,522,070 shares were outstanding and entitled to vote at the close of business on September 21, 1998. Only stockholders of record at the close of business on September 21, 1998 are entitled to vote at the Annual Meeting. The holders of the Common Stock are entitled to one vote per share on each matter submitted to a vote of stockholders.
The holders of a majority of the issued and outstanding Common Stock, present in person or by proxy, will constitute a quorum for the transaction of business at the Annual Meeting or any adjournment thereof. Abstentions and broker non-votes are counted as shares that are present and entitled to vote for purposes of determining the presence of a quorum. Abstentions are not counted as votes cast on the proposed election of directors, but will have the same legal effect as a vote against the ratification of the appointment of independent auditors. Broker non-votes are not counted as votes cast on any matter to which they relate.
This proxy statement and the accompanying proxy are first being sent or given to stockholders on or about September 29, 1998.
PROPOSAL NO. 1:
NOMINEES FOR ELECTION AS DIRECTORS
At the Annual Meeting, eleven persons will be elected as members of the board of directors, each for a one-year term. The Nominating Committee of the board of directors has nominated the eleven persons listed below for election at the Annual Meeting. All of such nominees were elected at the Company's Annual Meeting of Stockholders held on November 19, 1997, except Mr. Tully Friedman.
The proxies given to the proxyholders will be voted or not voted as directed and, if no direction is given, will be voted FOR these eleven nominees. The board of directors knows of no reason why any of these nominees should be unable or unwilling to serve. However, if for any reason any nominee should be unable or unwilling to serve, the proxies will be voted for the election of such other person to the office of director as the board of directors may nominate in the place of such nominee. Directors will be elected by a plurality of the shares represented and voting at the meeting.
1

Certain information with respect to each nominee appears on the following pages, including age, period or periods served as a director, position (if any) with the Company, business experience during at least the past five years and directorships of other publicly-owned corporations.

-----------------------------------------------------------------------------------------
NAME, PRINCIPAL OCCUPATION                                              DIRECTOR
  AND OTHER INFORMATION                                                  SINCE

-----------------------------------------------------------------------------------------

DANIEL BOGGAN, JR. Senior Vice President, the National                    1990
Collegiate Athletic Association.

Mr. Boggan became Senior Vice President of the National
Collegiate Athletic Association in 1996, after having been
Group Executive Director for Education Services for the
National Collegiate Athletic Association since November 1994.
Previously, he had been Vice Chancellor for business and
administrative services at the University of
California at Berkeley since 1986. Prior to that, he served
several cities and two counties as a senior manager. Mr.                [PHOTO]
Boggan is a director of Payless Shoesource, Inc. and serves
on various local boards. Age: 52.

---------------------------------------------------------------------------------

JOHN W. COLLINS Former President and Chief Operating Officer              1993
of the Company.

Mr. Collins was President and Chief Operating Officer of the
Company from March 1986 through December 1989. He was also a
Director of the Company from July 1983 through October 1989.
Beginning January 1990, he was on a paid leave of absence
which extended until his retirement on December 31, 1993. He
was not active in the
Company's affairs from January 1990 until his reelection to             [PHOTO]
the board of directors in January 1993. Age: 67.

---------------------------------------------------------------------------------

URSULA FAIRCHILD Professional Photographer and Member of the              1976
Supervisory Board of Henkel KGaA.

Mrs. Fairchild is a professional photographer, as well as a
member of the Supervisory Board of Henkel KGaA, Duesseldorf,
Germany (manufacturer of household products and chemicals).
She is a member of the Henkel family, which controls Henkel
KGaA, and is nominated pursuant to an understanding between
the Company and Henkel
KGaA (see Certain Relationships and Transactions, page 8                [PHOTO]
below). Age: 67.

---------------------------------------------------------------------------------	

2

-----------------------------------------------------------------------------------------
NAME, PRINCIPAL OCCUPATION                                              DIRECTOR
  AND OTHER INFORMATION                                                  SINCE
-----------------------------------------------------------------------------------------

TULLY M. FRIEDMAN Chairman and Chief Executive Officer,                   1997
Friedman, Fleischer & Lowe, LLC.

Mr. Friedman is the Chairman and Chief Executive Officer of
Friedman, Fleischer & Lowe, LLC (a private investment firm).
Prior to that, Mr. Friedman was a founding partner of Hellman
& Friedman (a private investment firm) and a managing
director and general partner of Salomon Brothers, Inc. He is
a director of Levi Strauss & Co., Inc.,
Mattel, Inc., McKesson Corp. and on the advisory board of
Tevecap, S.A. Mr. Friedman is also a member of the executive
committee, a trustee, and the treasurer of the American                 [PHOTO]
Enterprise Institute and is a director of the Stanford
Management Company. Age: 56.

---------------------------------------------------------------------------------

JUERGEN MANCHOT Vice-Chairman of the Shareholders' Commit-                1989
tee, Henkel KGaA.

Dr. Manchot is the Vice-Chairman of the Shareholders'
Committee of Henkel KGaA, Duesseldorf, Germany (manufacturer
of household products and chemicals). He is a member of the
Henkel family, which controls Henkel KGaA, and is nominated
pursuant to an understanding between the Company and Henkel
KGaA (see Certain Relation-
ships and Transactions, page 8 below). Dr. Manchot is a                 [PHOTO]
director of Transaction Network Services Inc. Age: 61.

---------------------------------------------------------------------------------

DEAN O. MORTON Retired Executive Vice President and Chief                 1991
Operating Officer, Hewlett-Packard Company.

Mr. Morton was the Executive Vice President, Chief Operating
Officer and a Director of Hewlett-Packard Company
(manufacturer of computer systems and test and measurement
instruments) until his retirement in 1992. Mr. Morton is a
director of ALZA Corporation, Raychem Corporation, KLA-Tencor
Inc., Centigram Communications
Corporation and BEA Systems Inc. He is a trustee of The State
Street Research Group of Funds, The State Street Research               [PHOTO]
Portfolios, Inc. and The Metropolitan Series Fund Inc. Age:
66.

---------------------------------------------------------------------------------	

3

-----------------------------------------------------------------------------------------
NAME, PRINCIPAL OCCUPATION                                              DIRECTOR
  AND OTHER INFORMATION                                                  SINCE
-----------------------------------------------------------------------------------------

KLAUS MORWIND Executive Vice President, Personally Liable                 1995
Associate, and Member of Management Board, Henkel KGaA.

Dr. Morwind is Executive Vice President, Personally Liable
Associate and a member of the Management Board of Henkel
KGaA, Duesseldorf, Germany (manufacturer of household
products and chemicals). He joined Henkel KGaA in 1969 and
held several management positions before assuming his current
responsibility. Dr. Morwind is
nominated pursuant to an understanding between the Company
and Henkel KGaA (see Certain Relationships and Transactions,            [PHOTO]
page 8 below). Age: 55.

---------------------------------------------------------------------------------

EDWARD L. SCARFF Private Investor.                                        1986

Mr. Scarff has been a private investor for more than five
years. From 1983 through 1994, he was Chairman of the Board
and Chief Executive Officer of Arcata Corporation (commercial
printer and manufacturer of redwood lumber). Mr. Scarff is a
director of Unicon International Ltd., Channel Master LLC,
IMPCO Technologies and is
General Partner of Questor Management Co. Age: 67.                      [PHOTO]

---------------------------------------------------------------------------------

LARY R. SCOTT Executive Vice President, Arkansas Best                     1989
Corporation.

Mr. Scott was elected as Executive Vice President of Arkansas
Best Corporation (holding company with a multi-industry
composition) in January 1996. Previously, he had been
Chairman and Chief Executive Officer of WorldWay Corporation
from May 1993 until January 1996. Prior to that, Mr. Scott
was President and Chief Executive Officer of
Consolidated Freightways, Inc. (a worldwide transportation              [PHOTO]
company). Age: 62.

---------------------------------------------------------------------------------	

4

-----------------------------------------------------------------------------------------
NAME, PRINCIPAL OCCUPATION                                              DIRECTOR
  AND OTHER INFORMATION                                                  SINCE
-----------------------------------------------------------------------------------------

G. CRAIG SULLIVAN Chairman of the Board and Chief Executive               1992
Officer of the Company.

Mr. Sullivan has been Chairman of the Board and Chief
Executive Officer of the Company since July 1, 1992.
Previously, he was Vice Chairman and Chief Executive Officer
(May-June, 1992); Group Vice President (1989-1992); Vice
President -- Household Products (1984-1989); and Vice
President -- Food Service Products
(1981-1984). He joined the Company in 1971. Mr. Sullivan is a           [PHOTO]
director of Levi Strauss & Co., Inc. Age: 58.

---------------------------------------------------------------------------------

C. A. (AL) WOLFE Retired President, U.S. Division, DDB                    1991
Needham Worldwide, and President, Al Wolfe Associates, Inc.

Mr. Wolfe is the President of Al Wolfe Associates, Inc., a
marketing and advertising consulting firm. He is the retired
President of the U.S. Division of DDB Needham Worldwide, a
major advertising agency. Previously, Mr. Wolfe had been
Executive Vice President of N.W. Ayer and Executive Vice
President and General Manager of Wells, Rich,
Greene advertising agencies. He is a director of Dolphin                [PHOTO]
Software, Inc. Age: 66.

---------------------------------------------------------------------------------	

ORGANIZATION OF THE BOARD OF DIRECTORS
The board of directors has established five standing committees: the Executive Committee, the Finance Committee, the Audit Committee, the Nominating Committee, and the Employee Benefits and Management Compensation Committee. The Finance, Audit, Nominating, and Employee Benefits and Management Compensation Committees consist only of non-management, independent directors.
EXECUTIVE COMMITTEE. The Executive Committee, consisting of directors Collins, Fairchild, Friedman, Manchot, Morton, Scarff, Sullivan, and Mr. James A. Vohs is delegated all of the powers of the board of directors except certain powers reserved by law to the full board. Mr. Vohs is retiring as a director, and his term on the board of directors, and all committees thereof, will expire at the Annual Meeting. In addition to being available to meet between regular board meetings on occasions when board action is required but the convening of a full board is impracticable, the Executive Committee is authorized to handle special assignments as requested from time to time by the board. The Executive Committee held no meetings during fiscal year 1998.
FINANCE COMMITTEE. The Finance Committee consists of directors Boggan, Collins, Friedman, Manchot, Morton, Morwind and Scarff and, working with the Company's finance and operating personnel, considers and recommends to the board major financial policies and actions of the Company. The Finance Committee held four meetings during fiscal year 1998.
5

AUDIT COMMITTEE. The Audit Committee, composed of directors Fairchild, Morwind, Scarff, Scott and Wolfe, is the principal link between the board and the Company's independent public accountants. The Audit Committee makes recommendations to the board regarding selection and employment of the Company's independent auditors and, working with the Company's internal and external auditors, monitors internal audit and control procedures. The Audit Committee held three meetings during fiscal year 1998.
NOMINATING COMMITTEE. Directors Boggan, Fairchild, Scarff, Vohs and Wolfe are members of the Nominating Committee. The Nominating Committee identifies and recommends to the board of directors prospective candidates to be considered as nominees for election to the board, including those recommended in writing by any stockholder. The Nominating Committee held two meetings during fiscal year 1998.
COMPENSATION COMMITTEE. The Employee Benefits and Management Compensation Committee (the "Compensation Committee") consists of directors Fairchild, Friedman, Manchot, Morton, Scott, and Vohs. The Compensation Committee establishes and monitors the policies under which compensation is paid or awarded to the Company's executive officers, determines executive compensation, grants stock options, restricted stock, performance units and other cash or stock awards under the Company's executive incentive compensation and stock incentive plans, and reviews pension and other retirement plans for adequacy and compliance with applicable regulations. The Compensation Committee held two meetings during fiscal year 1998.
The board of directors held seven meetings during fiscal year 1998. All directors attended more than 75% of the meetings of the board and committees of which they were members during fiscal year 1998.
Non-management directors received an annual fee of $27,500 for the 1998 fiscal year. In addition, each non-management director received $1,000 for each meeting of the board attended and $875 for each meeting of a board committee attended. The chairperson of each committee received an additional $625 for each committee meeting attended. In addition, each non-management director is entitled to receive $1,000 per day for any special assignment requested of any such director by the board. Special assignment fees in the amount of $1,000 each were paid in fiscal year 1998 to directors Boggan, Collins, Fairchild and Wolfe. Directors may elect to defer all or a part of such compensation pursuant to the terms of the Company's Independent Directors' Stock-Based Compensation Plan (the "Directors' Stock-Based Compensation Plan"). Management directors receive no extra compensation for their service as directors.
Under the Directors' Stock-Based Compensation Plan, a director may annually elect to receive all or a portion of her or his annual retainer and meeting fees in the form of cash, Common Stock, deferred cash or deferred stock units. In addition, each non-employee director also receives an annual grant of $10,000 of deferred stock units. Interest accrues on deferred amounts at an annual interest rate equal to Wells Fargo Bank's prime lending rate in effect on January 1 of each year (8.5% at January 1, 1998). Each deferred stock unit represents a hypothetical share of Common Stock, and a participant's deferred stock unit account is increased by Common Stock dividends paid by the Company. Upon termination of service as a director, the amounts accrued for the director under the Directors' Stock-Based Compensation Plan are paid out in cash and/or Common Stock in five annual installments or, at the director's election, in one lump sum payment of cash and/or Common Stock.
Pursuant to the Company's 1993 Directors' Stock Option Plan, each non-management director received a grant of stock options covering 1,000 shares of Common Stock during fiscal year 1998 and will receive a grant covering 1,000 shares of Common Stock in subsequent fiscal years. In addition, Mr. Tully Friedman received an initial grant of stock options covering 4,000 shares of Common Stock during fiscal year 1998 in connection with joining the board of directors. Such stock options vest in two equal installments on each of the first two anniversary dates of the grant date and have an exercise price equal to the fair market value on the grant date.
6

Other than the non-management director fees, the deferred stock unit grants under the Directors' Stock-Based Compensation Plan, and the stock option grants under the Directors' Stock Option Plan, directors who are not employees of the Company do not receive any additional form of direct compensation, nor do they participate in any of the Company's employee benefit plans.
BENEFICIAL OWNERSHIP OF VOTING SECURITIES
The following table shows, as of July 31, 1998, the holdings of the Common Stock by (i) any entity or person known to the Company to be the beneficial owner of more than 5% of the Common Stock, (ii) each director and each of the five executive officers named in the Summary Compensation Table on page 12 (the "Named Officers"), and (iii) all directors and executive officers of the Company as a group:

                                                    AMOUNT AND NATURE OF
     NAME OF                                             BENEFICIAL           PERCENT OF
BENEFICIAL OWNER(1)                                     OWNERSHIP(2)           CLASS(3)
-------------------------------------------------  ----------------------  -----------------
HC Investments, Inc.(4)                                   30,856,200             29.8%
Daniel Boggan, Jr.                                             3,574               *
John W. Collins                                               31,494               *
Ursula Fairchild                                              13,500               *
Tully M. Friedman                                                  0               *
Gerald E. Johnston                                           130,401               *
Peter N. Louras                                              212,731               *
Juergen Manchot                                                9,500               *
Dean O. Morton                                                11,500               *
Klaus Morwind                                                  6,300               *
Donald C. Murray                                             135,484               *
Lawrence S. Peiros                                            63,943               *
Edward L. Scarff                                              17,500               *
Lary R. Scott                                                 14,457               *
G. Craig Sullivan                                            695,597               *
James O. Vohs                                                  9,500               *
C. A. (Al) Wolfe                                               9,500               *
All directors and executive officers as a group
  (32 persons)(5)                                          2,276,228             2.2%	

Notes:
* Does not exceed 1% of the outstanding shares.
(1) Correspondence to all executive officers and directors of the Company may be mailed c/o the Company to 1221 Broadway, Oakland, California 94612. The address of HC Investments, Inc. is 1100 North Market Street, Suite 780, Wilmington, Delaware 19801.
(2) Each beneficial owner listed has sole voting and dispositive power (or shares such power with her or his spouse) concerning the shares indicated. These totals include the following number of shares of Common Stock which such persons have the right to acquire through stock options exercisable within 60 days of July 31, 1998: Mr. Sullivan -- 653,386; Mr. Louras -- 182,632; Mr. Johnston -- 120,526; Mr. Murray -- 119,618; Mr. Peiros -- 53,144; Mr. Boggan -- 3,000; Mr. Friedman -- 0; each of Dr. Morwind and Mr. Wolfe -- 5,500; each of the other directors -- 7,500; and all directors, Named Officers and other executive officers as a group (32 persons) -- 1,953,483. The numbers above do not include the following numbers of shares of Common Stock which the executive officers have the right to acquire upon the termination of their service as employees pursuant to deferred stock units granted
7

in December 1995 in exchange for the cancellation of certain restricted stock, and through deferred stock unit dividends thereon: Mr. Sullivan -- 41,558; Mr. Louras -- 13,986; Mr. Johnston -- 7,894; Mr. Murray -- 9,462; Mr. Peiros -- 5,385; and all Named Officers and other executive officers as a group (32 persons) -- 118,249. The numbers above do not include the following number of shares of Common Stock which the non-employee directors have the right to acquire upon the termination of their service as directors pursuant to deferred stock units granted under the Directors' Stock-Based Compensation Plan: Mr. Boggan -- 2,011; Mr. Collins -- 1,693; Mrs. Fairchild -- 7,049; Mr. Friedman -- 445; Dr. Manchot -- 1,808; Mr. Morton -- 2,394; Dr. Morwind -- 2,209; Mr. Scarff -- 14,553; Mr. Scott -- 2,719; Mr. Vohs -- 5,535; and Mr. Wolfe -- 1,832.
(3) On July 31, 1998, there were 103,684,744 shares of Common Stock issued and outstanding.
(4) Indirect wholly-owned U.S. subsidiary of Henkel KGaA of Duesseldorf, Germany (manufacturer of household products and chemicals).
(5) Pursuant to Rule 3b-7 under the Securities Exchange Act of 1934, executive officers include the Named Officers and all the vice presidents of the Company.
CERTAIN RELATIONSHIPS AND TRANSACTIONS
The Company and Henkel KGaA are parties to a June 1981 letter agreement (as amended in July 1986 and March 1987, the "Letter Agreement"), relating to ownership by Henkel KGaA of Common Stock and representation on the Company's board of directors. The Letter Agreement assures Henkel KGaA of the right to nominate for election to the board a minimum of two representatives so long as Henkel KGaA beneficially owns at least 5% of the outstanding shares of Common Stock. Under the Letter Agreement, Henkel KGaA's maximum permitted ownership of Common Stock without consultation with the Company is limited to 30%, and Henkel KGaA has affirmed that it considers its investment in the Company as long-term and its role in the Company as that of a significant minority stockholder without an active role in the management of the Company.
The Company and Henkel KGaA have entered into certain joint manufacturing, marketing and product development arrangements in the United States and internationally, either directly or through affiliates or joint venture collaboration. No such arrangements, either individually or in the aggregate, were material to the Company or Henkel KGaA during fiscal year 1998.
During fiscal year 1995, in connection with joining the Company, Frank A. Tataseo, Vice President -- Sales of the Company, received a five-year $150,000 mortgage loan without interest from the Company, which loan remained outstanding during fiscal year 1998.
EMPLOYEE BENEFITS AND MANAGEMENT COMPENSATION
COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The membership of the Compensation Committee consists entirely of directors who have never been employees of the Company (see page 6).
COMPENSATION PHILOSOPHY.
The Compensation Committee determines executive compensation levels and policies designed to:
- Motivate each executive toward the achievement of the Company's short and long-term goals, as reflected in its strategic business plans and its statement of principles and values.
- Be competitive with comparable organizations.
- Be based on both Company performance and the individual's contributions to the Company's results.
8

- Ensure that a significant proportion of each executive's total compensation be at-risk incentive compensation in order to emphasize the relationship between pay and performance.
- Align the interests of executives with those of stockholders through the use of equity-based incentive awards.
COMPENSATION OF EXECUTIVE OFFICERS.
The key components of the executive compensation program are base annual salary, annual short-term incentive awards in the form of stock or cash under the Company's 1996 Executive Incentive Compensation Plan (the "EIC Plan"), and long-term incentive awards in the form of stock options and performance units under the Company's 1996 Stock Incentive Plan. The compensation guidelines are determined by the Compensation Committee based upon competitive data collected from the comparator peer group discussed below and internal ranking within the executive officer group. General targeted competitive levels for base annual salary and annual, at-risk short-term incentive awards are the 50th percentile of such comparator peer group. General targeted competitive levels for at-risk, long-term compensation are also the 50th percentile with opportunities at the 75th percentile of such comparator peer groups for superior financial performance. There is opportunity for the executive officers to earn more than the targeted levels if the Company's performance exceeds the measures discussed in this report and less when performance falls below the targeted levels.
BASE ANNUAL SALARY. Base annual salaries for executive officers are determined by the following factors: (1) parity to market; (2) the individual's performance; (3) promotions resulting in increases in responsibility; and (4) equity in relationship to other executive positions within the Company. With the assistance of the Company's compensation consulting firm, surveys are conducted of benchmark positions in 19 other peer companies (the "Peer Companies"), most of which compete with the Company in one or more of its primary businesses or compete with the Company for management talent. Those which are not direct competitors are in closely-related fields. The Compensation Committee takes into account both the size and performance of the Company relative to the size and performance of the Peer Companies. It also considers the competitiveness of the entire compensation package of the Company's executive officers compared to the Peer Companies. The Compensation Committee reviews which peer companies are selected for compensation analysis and updates the composition of the Peer Companies periodically. For fiscal year 1998, the Compensation Committee established target salaries for executive officers which approximated the 50th percentile or median level of benchmarked positions with the Peer Companies. An individual executive officer's actual salary versus the established target salary depends upon the executive officer's performance, as judged by her or his immediate superior and the chief executive officer. The chief executive officer's performance is judged by the Compensation Committee. The performance of the other five executive officers who serve as members of the management executive committee is judged by the chief executive officer and the Compensation Committee together.
EXECUTIVE INCENTIVE COMPENSATION PLAN. For fiscal year 1998, the EIC Plan, as it applied to executive officers, established a linkage between the annual bonus awards and both the Company's performance and the performance of the executive officers. The Compensation Committee believes that awards under the EIC Plan should include a reward for superior performance and an element of adverse consequences for poor financial results, including no EIC Plan award funding for the Company's financial performance component described below unless the Company achieves corporate financial performance measures previously established by the Compensation Committee. Those targets were exceeded in fiscal year 1998.
In keeping with the Company's desire to have executive officers build their holdings of the Company's stock, in fiscal year 1998 executive officers continued to be able to elect to receive all or a portion of their EIC Plan award in the Company's stock rather than cash. Those participants electing stock received a premium equal to 10% of the bonus amount elected to be paid in the Company's stock based on the fair market value on the date of issuance. Those premium shares will be forfeited if the officer transfers the
9

EIC Plan stock within two years of date of issuance or leaves the Company, other than by death, disability, retirement or change of control, before that date.
For the EIC Plan, the Compensation Committee divided the executive officer group into two subcategories: the executive officers who serve as members of the management executive committee and the other executive officers. As of June 30, 1998, the six executive officers serving as members of the management executive committee were the Named Officers in the Summary Compensation Table on page 12 (except for Lawrence S. Peiros, Vice-President -- Household Products), plus Peter D. Bewley and Karen M. Rose. For the management executive committee officers, 75% of the EIC Plan award was determined by achieving corporate financial performance measures previously established by the Compensation Committee based on a computation consisting of targeted operating margin level, asset turnover rate and volume growth. The targeted corporate financial measures were exceeded as measured at the end of fiscal year 1998.
The remaining 25% of the EIC Plan award was based on achieving pre-established individual objectives related to goals that may not be measured by traditional accounting tools, including projects aimed at improving the capability of the Company to grow, the effectiveness of the Company's processes and people and cost savings projects. Individual objectives and the weight given each individual objective were the same for the members of the management executive committee.
The target EIC Plan award for the management executive committee members ranged from 50-60% of base annual salary at June 30, 1998 (80% for the chief executive officer) if the corporate financial performance and individual objectives were achieved. The maximum EIC Plan award was 100-120% of base annual salary at June 30, 1998 (160% for the chief executive officer) if the goals were substantially exceeded, and the minimum EIC Plan award was 0 if the goals came in substantially lower than the targets. All EIC Plan awards are determined by the chief executive officer and the Compensation Committee or, in the chief executive officer's case, by the Compensation Committee. The EIC Plan awards to members of the executive officer group, other than the management executive committee members, were determined based on (i) the same corporate financial performance measures; and (ii) achieving individual objectives, including, for operating division officers, operating division financial performance measures and other individual objectives, and for staff executive officers, individual objectives, such as the achievement of selected strategic goals and the successful development of human resources. Individual objectives and the weight given each individual objective varied from person to person depending on job responsibilities. The target EIC Plan award for these other members of the executive officer group was 40-50% of base annual salary at June 30, 1998 if goals were achieved up to a maximum of 80-100% if the goals were substantially exceeded and down to a minimum of 0 if the goals came in substantially lower than the targets.
LONG-TERM COMPENSATION. A major goal of the Compensation Committee is to create strong alignment between the executive officers and stockholders. This alignment is achieved through the design of incentive plans and through actual stock ownership. In furtherance of this goal, in April 1996, the Compensation Committee made a 3-year grant of stock options and performance units to all executive officers. In light of the fiscal year 1996 long-term grant, no long-term compensation was awarded during fiscal year 1998 to any of the Named Officers in the Summary Compensation Table on page 12.
The Compensation Committee has endorsed target stock ownership levels by executive officers to be achieved by fiscal year 1999, based on the fair market value of the Common Stock at that time. The levels are the equivalent of four times base annual salary for the chief executive officer, three times base annual salary for the other executive officers who serve as members of the management executive committee, and two times base annual salary for other executive officers. No stock options will be counted in determining ownership levels, which will be based on shares of Common Stock held, including restricted stock, performance shares and performance units, if payable only in stock, and shares held via the Company's Value Sharing Plan, a profit sharing plan which includes 401(k) features.
BENEFITS. The Company provides various employee benefit programs to its executive officers, including medical and life insurance benefits, retirement benefits, an employee stock purchase plan and the Value
10

Sharing Plan. Except for the Supplemental Executive Retirement Plan and the Non-Qualified Deferred Compensation Plan described on page 16 and some non-material perquisites given to executive officers, these benefit programs are generally available to all employees of the Company.
CHIEF EXECUTIVE OFFICER COMPENSATION.
The Compensation Committee increased Mr. Sullivan's base annual salary on October 1, 1997 from $725,000 to $800,000. In determining the amount of Mr. Sullivan's salary increase for fiscal year 1998, the Compensation Committee took into consideration the Company's overall performance for the 1997 fiscal year. The Company's achievements for fiscal year 1997 included a total shareholder return of 52%, placing Clorox well above the total shareholder return of the S&P 500 and in the 66th percentile of the Peer Companies; volume growth of 14%; an increase in net earnings of 12%; maintenance of a net profit margin of close to 10%; and an all-time record high 25.4% return on equity from continuing operations. Mr. Sullivan's salary increase was also determined based on parity to the median level of comparable positions in the Peer Companies and his tenure as chief executive officer.
Mr. Sullivan's EIC Plan award for fiscal year 1998 was based upon the weighted corporate financial performance measures (75%) and individual objectives (25%) established by the Compensation Committee as described above. The targets were exceeded, and Mr. Sullivan's EIC Plan award formula called for a payment of $1,116,800.
As described above, Mr. Sullivan did not receive any long-term compensation awards during fiscal year 1998. Other than making awards at a higher percentage of his base annual salary, the Compensation Committee did not treat Mr. Sullivan's Stock Incentive Plan or EIC Plan awards differently from other members of the management executive committee.
ONGOING REVIEW OF COMPENSATION.
The Company's compensation consulting firm conducts an ongoing review of the Company's existing executive compensation programs for the Compensation Committee to continue to ensure the programs support the future direction of the Company and the principles on which executive compensation is based. The Compensation Committee reserves the right to select and/or to meet independently with any consultant at its discretion. The Compensation Committee has access to and reviews independent compensation data relating to executive compensation at other companies. The Compensation Committee has developed performance goals, which have been approved by the Company's stockholders, in order to qualify for exclusion the bulk of the EIC Plan awards and all stock-based long-term compensation to the five highest paid executive officers from the federal $1 million tax deductibility limit pursuant to Section 162(m) of the Internal Revenue Code of 1986, as amended. The Compensation Committee's policy seeks to balance the interests of the Company in maintaining flexible incentive plans and how the Company benefits from the compensation package paid to any executive officer against the possible loss of a tax deduction when taxable compensation for any of the five highest paid executive officers exceeds $1 million per year.

Dean O. Morton, Chair              Juergen Manchot
Ursula Fairchild                   Lary R. Scott
Tully M. Friedman                  James A. Vohs	

(Members of the Compensation Committee)
11

COMPENSATION INTERLOCKS AND INSIDER PARTICIPATION
The members of the Compensation Committee for the prior fiscal year were directors Fairchild, Friedman, Manchot, Morton, Scott, and Vohs, and retired director Forrest N. Shumway. None of these persons is or has been an officer or employee of the Company or any of its subsidiaries. In addition, there are no Compensation Committee interlocks between the Company and other entities involving the Company's executive officers and board members who serve as executive officers of such entities.
SUMMARY COMPENSATION TABLE
The following table sets forth the compensation for each of the last three fiscal years earned by or paid or awarded to the chief executive officer of the Company and the four other most highly compensated executive officers of the Company (the "Named Officers").

                                                                                   LONG-TERM COMPENSATION
                                                                             -----------------------------------
                                                                                     AWARDS
                                                                             -----------------------
                                              ANNUAL COMPENSATION            RESTRICTED   SECURITIES    PAYOUTS
                                      ------------------------------------     STOCK      UNDERLYING   ---------
                                                              OTHER ANNUAL    AWARD(S)     OPTIONS/      LTIP       ALL OTHER
                                        SALARY      BONUS     COMPENSATION   ($)(1)(2)       SARS       PAYOUTS    COMPENSATION
NAME AND PRINCIPAL POSITION     YEAR     ($)        ($)(1)       ($)(2)        (3)(4)     (#)(2)(4)    ($)(4)(5)      ($)(6)
------------------------------  ----  ----------  ----------  ------------   ----------   ----------   ---------   ------------
G. Craig Sullivan ............  1998  $  781,250  $1,117,000         --            --           --     $114,337      $200,761
  Chairman of the Board and     1997  $  716,250  $  939,100         --            --           --     $103,618      $155,820
  Chief Executive Officer       1996  $  673,750  $  571,520         --       $90,629      581,412     $ 34,684      $145,125

Peter N. Louras ..............  1998  $  320,000  $  340,400         --            --           --     $ 15,406      $ 74,376
  Group Vice President          1997  $  301,250  $  310,500         --            --           --     $ 13,962      $ 61,593
                                1996  $  285,000  $  200,300         --       $33,611      141,398     $  3,190      $ 57,452

Gerald E. Johnston ...........  1998  $  313,750  $  340,400         --            --           --     $ 11,638      $ 70,705
  Group Vice President          1997  $  277,500  $  285,100         --       $23,796       25,414     $ 10,547      $ 47,130
                                1996  $  211,250  $  103,830         --       $20,223       82,014     $  2,069      $ 38,894

Donald C. Murray .............  1998  $  301,250  $  319,500         --            --           --     $ 12,923      $ 70,408
  Group Vice President(7)       1997  $  290,000  $  295,300         --            --           --     $ 11,711      $ 55,066
                                1996  $  265,500  $  157,340         --       $31,177      119,618     $  2,675      $ 52,742

Lawrence S. Peiros ...........  1998  $  234,750  $  255,000         --       $24,830           --     $  9,062      $ 50,190
  Vice President -- Household   1997  $  213,500  $  187,900         --       $18,545           --     $  8,213      $ 40,503
  Products                      1996  $  200,000  $  114,000         --       $22,282       73,922     $  1,876      $ 32,325	

(1) Pursuant to the EIC Plan, executive officers are able to elect some or all of their annual bonus plan awards in Common Stock rather than cash. Those executive officers electing stock received a premium equal to 10% (20% in fiscal year 1996) of the gross amount elected to be paid in Common Stock based on the fair market value on September 1, 1998, September 2, 1997 and August 30, 1996, respectively. Such stock awards are subject to transfer restrictions for two years from the date of grant or the premium will be forfeited. The premium is included in the Restricted Stock Awards column in the Long-Term Compensation portion of this table. The net number of shares and value of the EIC Plan annual bonus amounts paid in Common Stock awards, after deductions to the base awards made for income tax purposes, were as follows: for fiscal year 1998, -- 0 shares ($0) for Messrs. Sullivan, Louras, Johnston, and Murray; and base award -- 1,681 shares ($160,535) and premium -- 260 shares ($24,830) for Mr. Peiros; for fiscal year 1997, -- 0 shares ($0) for Messrs. Sullivan, Louras and Murray; base award -- 2,315 shares ($153,875) and premium -- 358 shares ($23,796) for Mr. Johnston; and base award -- 1,802 shares ($119,777) and premium -- 279 shares ($18,545) for Mr. Peiros; and for fiscal year 1996, base award -- 6,250 shares ($292,578) and premium -- 1,936 shares ($90,629) for Mr. Sullivan; base award -- 2,322 shares ($108,699) and premium -- 718 shares ($33,611) for Mr. Louras; base award -- 1,394 shares ($65,257) and premium -- 432 shares ($20,223) for Mr. Johnston; base award -- 2,152 shares ($100,741) and premium -- 666 shares ($31,177) for Mr. Murray; and base award -- 1,540 shares ($72,091) and premium -- 476 shares ($22,282) for Mr. Peiros. The bonus amounts include a holiday bonus of $200 per person in each year.
(2) Amounts include awards earned for the years indicated. To support the goal of increasing the level of Company stock ownership by the executive officer group, in fiscal year 1996 larger grants of stock options and restricted stock were made to all executive officers. Because of the size of the fiscal year 1996 grants, no Named Officer received any grants of stock options or restricted stock during fiscal years 1997 and 1998 except for shares of restricted stock awarded to Named Officers who elected to receive
12

some or all of their respective EIC Plan awards in stock rather than cash or to reflect promotions. Other Annual Compensation did not exceed the lesser of either $50,000 or 10% of the total of annual salary and bonus reported for any Named Officer.
(3) The value of all restricted stock awards set forth in the table above was determined by multiplying the fair market value of the Common Stock on the date of grant by the number of shares awarded. As of June 30, 1998, the number and value of aggregate restricted stock award holdings, based on fair market value on June 30, 1998, were as follows: 1,936 shares ($185,130) for Mr. Sullivan; 718 shares ($68,659) for Mr. Louras; 790 shares ($75,544) for Mr. Johnston; 666 shares ($63,686) for Mr. Murray; and 755 shares ($72,197) for Mr. Peiros. Dividends are paid on shares of restricted stock awarded commencing from the date of grant.
(4) In the event of a "change of control," "business combination," or complete liquidation or dissolution of the Company, all restrictions on restricted stock and performance units end and all stock options become exercisable. A change of control generally will be deemed to occur if any person or entity becomes the beneficial owner, directly or indirectly, of a specified percentage of the then outstanding shares of Common Stock or has, directly or indirectly, a specified percentage of the combined voting power of the then outstanding securities entitled to vote for directors. For all persons or entities other than Henkel KGaA, the specified percentage is 20%. For Henkel KGaA, the specified percentage is that agreed to between the Company and Henkel KGaA pursuant to the Letter Agreement, which currently is 30%. See "Certain Relationships and Transactions" on page 8. A business combination generally will be deemed to occur in the event of a reorganization, merger or sale of substantially all of the assets of the Company, subject to certain exceptions. A feature of the Stock Incentive Plan is the stock withholding election, pursuant to which a recipient may elect to have the Company withhold shares of Common Stock to pay any withholding tax liability that arises when the restrictions on the restricted stock are released or when non-qualified stock options are exercised, respectively. In both cases, the value of shares which may be withheld is based on the per share price of the Common Stock on the Composite Transactions Report for the New York Stock Exchange on the last business day before the withholding is made.
(5) The amounts reflect dividends received from deferred stock units granted in December 1995 in exchange for the cancellation of certain restricted stock and from performance units granted in April 1996.
(6) Except for amounts received under the Nonqualified Deferred Compensation Plan, the amounts shown in the column are pursuant to programs provided to salaried employees generally and represent actual Company contributions under the Company's Value Sharing Plan and the Nonqualified Deferred Compensation Plan and term life insurance premiums paid by the Company for the benefit of each respective Named Officer.
(7) Mr. Murray retired from the Company on August 1, 1998.
13

OPTIONS AND STOCK APPRECIATION RIGHTS
The following table shows options and stock appreciation rights ("SARs") exercised during fiscal year 1998 by the Named Officers, and the value of the options and SARs held by the Named Officers at the end of fiscal year 1998. No options or SARs were granted to the Named Officers in fiscal year 1998.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES

                                                               NUMBER OF SECURITIES
                                                              UNDERLYING UNEXERCISED     VALUE OF UNEXERCISED
                                                              OPTIONS/SARS AT FY-END  IN-THE-MONEY OPTIONS/SARS
                               SHARES ACQUIRED     VALUE         (#) EXERCISABLE/     AT FY-END ($) EXERCISABLE/
NAME                           ON EXERCISE(#)   REALIZED($)      UNEXERCISABLE(1)        UNEXERCISABLE(1)(2)
-----------------------------  ---------------  ------------  ----------------------  --------------------------
G. Craig Sullivan............        17,904     $  1,197,896       653,386/203,888    $   39,619,623/$10,039,889
Peter N. Louras..............         8,526     $    581,064        182,632/51,376    $    11,284,782/$2,529,866
Gerald E. Johnston...........             0                0        120,526/39,472    $     7,269,790/$1,924,782
Donald C. Murray(3)..........        62,424     $  2,558,467         75,418/44,200    $     4,171,558/$2,176,504
Lawrence S. Peiros...........        23,708     $  1,428,558         53,144/30,220    $     3,021,850/$1,488,099	

(1) The number of shares covered and the value of the unexercisable options listed relate to stock options granted under the 1987 Stock Option Plan or the 1996 Stock Incentive Plan. In the event of a "change of control," "business combination" or complete liquidation or dissolution of the Company (as described in footnote (4) to the Summary Compensation Table on page 12), all stock options become exercisable.
(2) The value of the unexercised options was determined by multiplying the number of shares subject to unexercised options on the fiscal year end, June 30, 1998, by $95.78125, the fair market value of the Common Stock on such date, minus the exercise price of each unexercised option.
(3) Mr. Murray retired from the Company on August 1, 1998.
14

COMPARATIVE STOCK PERFORMANCE
The graph below compares the cumulative total stockholder return of the Common Stock for the last five fiscal years with the cumulative total return of the Standard & Poor's 500 Stock Index and a composite index composed of the Standard & Poor's Household Products Index and the Standard & Poor's Housewares Index for a five-year period ending June 30, 1998. The composite index is weighted based on market capitalization as of the end of each quarter during each of the last five years. The graph lines merely connect the prices on the dates indicated and do not reflect fluctuations between those dates.
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

             CLOROX     S&P 500    COMBINED INDEX
June 1993     $100.00    $100.00           $100.00
June 1994      $97.08    $101.44           $102.94
June 1995     $133.90    $127.81           $140.53
June 1996     $186.82    $160.95           $177.04
June 1997     $284.65    $216.70           $262.76
June 1998     $418.22    $281.90           $323.03	

The foregoing report of the Compensation Committee of the board of directors on executive compensation and the performance graph that appears immediately above shall not be deemed to be soliciting material or to be filed under the Securities Act of 1933 or the Securities Exchange Act of 1934, or incorporated by reference in any document so filed.
15

PENSION BENEFITS
Pension benefits are paid to executive officers under three different plans: the Pension Plan, the Nonqualified Deferred Compensation Plan and the Supplemental Executive Retirement Plan ("SERP").
The Company's Pension Plan is a noncontributory "cash balance" defined benefit plan qualified under pertinent income tax laws. Essentially all salaried employees as well as nonunion hourly employees with at least one year of service participate in the Pension Plan. Prior to July 1, 1996, benefits were calculated based on career average compensation. Effective July 1, 1996, participants in the plan accrue benefits equal to 3% of qualified earnings each year. Qualified earnings include base annual salary and bonus. Participants' benefits are adjusted each quarter by an interest factor. Participants meeting certain age and years of service levels will receive the greater of the benefits calculated under the career average compensation formula and the new cash balance formula. Each of the Named Officers met the age and years of service levels and will receive the greater of the benefits under the current and prior formulas. A participant is fully vested in her or his benefit after 5 years of service.
The Nonqualified Deferred Compensation Plan provides additional benefits equal to the employer-provided benefits that plan participants do not receive under the Pension Plan because of Internal Revenue Code limits. This plan has the same five-year vesting provision as the Pension Plan.
The purpose of the SERP is to provide executive officers a fixed objective of 55% of the average annual compensation for the three consecutive years of highest compensation. Compensation consists of base annual salary and the EIC Plan bonus. For the Named Officers, those amounts are shown in the salary and bonus columns of the Summary Compensation Table on page 12. There is a minimum service requirement of ten years. SERP benefits are offset by the annuity value of amounts received from primary social security, the Pension Plan and Company contributions to the Value Sharing Plan and Nonqualified Deferred Compensation Plan.
Assuming retirement at age 65, fiscal year 1998 annual base salary and bonus and no future increase in such compensation and an interest rate of 8%, the SERP benefits for the Named Officers will exceed benefits under the other plans. The retirement benefits shown in the table below are based on the SERP, calculated for an unmarried person, on a straight life annuity basis, based on retirement at age 65 with 15 or more years of service with the Company. They would be proportionately reduced for early retirement or for shorter years of service to a minimum of 10 years. Thus, the table below shows what would be received by the Named Officers under the three plans for pension benefits, taken collectively.

                                                                                  15 OR MORE
                                                                                   YEARS OF
COMPENSATION(1)                                                                    SERVICE
------------------------------------------------------------------------------  --------------
$ 500,000.....................................................................   $    275,000
$ 600,000.....................................................................   $    330,000
$ 700,000.....................................................................   $    385,000
$ 800,000.....................................................................   $    440,000
$ 900,000.....................................................................   $    495,000
$1,000,000....................................................................   $    550,000
$1,100,000....................................................................   $    605,000
$1,200,000....................................................................   $    660,000
$1,300,000....................................................................   $    715,000
$1,400,000....................................................................   $    770,000
$1,500,000....................................................................   $    825,000
$1,600,000....................................................................   $    880,000
$1,700,000....................................................................   $    935,000
$1,800,000....................................................................   $    990,000
$1,900,000....................................................................   $  1,045,000
$2,000,000....................................................................   $  1,100,000	

(1) The number of years of credited service for each of the Named Officers are:
Mr. Sullivan, 27; Mr. Louras, 18; Mr. Johnston, 16; Mr. Murray, 20; and Mr. Peiros, 18.
16

EMPLOYMENT AGREEMENTS AND OTHER ARRANGEMENTS
The Company has entered into employment agreements with each of the Named Officers named in the Summary Compensation Table on page 12 above. The term of the employment agreement for Mr. Sullivan is five years, for Mr. Peiros is two years, and for each of the other Named Officers is three years. Such agreement terms are "evergreen" in that they maintain a five-year term, in the case of the chief executive officer, a two-year term, in the case of Mr. Peiros, or a three-year term, in the case of the other Named Officers, unless either party gives five-years' notice of termination, in the case of the chief executive officer's employment agreement, two-years' notice of termination in the case of Mr. Peiros, and three-years' notice of termination, in the case of the other Named Officers' employment agreements. The employment agreements are also terminable at any time by the Company either for "Cause," as that term is defined in them, or "at will" by either the Named Officer or the Company. In the case of an "at will" termination by the Company, a Named Officer is entitled to receive annually severance benefits of his then current base salary, plus 75% of his target EIC Plan award for the previous fiscal year, for the length of the remaining term of his employment agreement, subject to offset for other earned income. He is also entitled to continue to participate in the Company's medical and dental insurance programs for the same period. In addition, the Named Officer would receive a pro-rated EIC Plan award for the year in which termination occurs.
The Company has entered into change of control agreements with each of the Named Officers. Within a three-year period of a "change of control," "business combination" or complete dissolution or liquidation of the Company (as described in footnote (4) to the Summary Compensation Table on page 12), a Named Officer may terminate his employment in the event of a reduction or elimination in rank, responsibilities, compensation or benefits, and he may also terminate his employment absent such reasons within a 30-day period following the first anniversary of the change of control. In the event of such termination, the Named Officer will receive a lump sum amount equal to his then current base salary, plus 100% of his target EIC Plan award for the then current fiscal year, multiplied by the change of control benefit multiple under the change of control agreements. For Mr. Peiros, such multiple is two, and for the other Named Officers, such multiple is three. In addition, a Named Officer is entitled to continue to participate in the Company's medical and dental insurance programs for the remaining term of his change of control agreement. The Named Officer would also receive a pro-rated EIC Plan award for the year in which termination occurs. If payments received under the change of control agreements are subject to tax under Section 4999 of the Internal Revenue Code of 1986, as amended (which deals with certain payments contingent on a change of control), the Company will make an additional payment to the Named Officer in respect of such tax.
The Company has also entered into employment agreements and change of control agreements on similar terms with each of the other executive officers of the Company. The termination notice periods for these agreements range from three years to one year depending upon the executive officer's level in the organization and her or his tenure as an executive officer.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 and Securities and Exchange Commission regulations require the Company's directors, certain officers and greater than ten percent stockholders to file reports of ownership on Form 3 and changes in ownership on Forms 4 or 5 with the Securities and Exchange Commission. The Company undertakes to file such forms on behalf of the reporting directors or officers pursuant to a power of attorney given to certain attorneys-in-fact. The reporting officers, directors and ten percent stockholders are also required by Securities and Exchange Commission rules to furnish the Company with copies of all Section 16(a) reports they file.
Based solely on its review of copies of such reports received or written representations from such executive officers, directors and ten percent stockholders, the Company believes that all Section 16(a) filing requirements applicable to its directors, executive officers and ten percent stockholders were complied with during fiscal year 1998, except that Mr. Lary R. Scott filed an amended Form 5 in September 1998 to disclose dividend reinvestment acquisitions over the past two years.
17

PROPOSAL NO. 2:
RATIFICATION OF INDEPENDENT AUDITORS
The Audit Committee of the board of directors has recommended, and the board of directors has selected, Deloitte & Touche LLP as independent auditors for the fiscal year ending June 30, 1999. Deloitte & Touche LLP has been so engaged since 1957. During fiscal year 1998, Deloitte & Touche LLP examined the Company's consolidated financial statements, made limited reviews of the interim financial reports, reviewed filings with the Securities and Exchange Commission and provided general advice regarding related accounting matters.
Ratification of the selection of Deloitte & Touche LLP by stockholders is not required by law. However, as a matter of policy, such selection is being submitted to the stockholders for ratification at the Annual Meeting (and it is the present intention of the board of directors to continue this policy). The board of directors recommends the adoption of the following resolution which will be presented to the Annual Meeting:
RESOLVED, that the stockholders of The Clorox Company hereby ratify the selection of Deloitte & Touche LLP as independent auditors for the fiscal year ending June 30, 1999.
The persons designated in the enclosed proxy will vote your shares FOR ratification unless instructions to the contrary are indicated in the enclosed proxy. If the stockholders fail to ratify the selection of this firm, the board of directors will reconsider the matter. The affirmative vote of a majority of the shares of Common Stock represented and voted at the Annual Meeting is required to ratify the selection of Deloitte & Touche LLP.
Representatives of Deloitte & Touche LLP are expected to be present at the Annual Meeting to respond to appropriate questions and to make a statement should they desire to do so.
OTHER BUSINESS
The board of directors is not aware of any other matters to come before the Annual Meeting. If any matter not mentioned herein is properly brought before the Annual Meeting, the persons named in the enclosed proxy will have discretionary authority to vote all proxies with respect thereto in accordance with their judgment and Rule 14a-4 under the Securities Exchange Act of 1934.
SOLICITATION OF PROXIES
The Company has not retained an outside firm in connection with the solicitation of the enclosed proxy. However, executive officers, directors and regular employees of the Company, who will receive no extra compensation for their services, may solicit proxies by telephone, telegraph, facsimile or personal call.
STOCKHOLDER PROPOSALS FOR 1999 ANNUAL MEETING
Stockholders who may wish to present proposals for inclusion in the Company's proxy material and for consideration at the 1999 annual meeting must submit such proposals in writing to the Secretary at the address shown on the top of the notice accompanying this proxy statement not later than June 1, 1999. Any proposal submitted with respect to the Company's 1999 Annual Meeting of Stockholders later than June 1, 1999 will be considered untimely for purposes of Rules 14a-4 and 14a-5 under the Securities Exchange Act of 1934 if notice thereof is received by the Company later than September 9, 1999.
By Order of the Board of Directors
[LOGO]
Peter D. Bewley,
SENIOR VICE PRESIDENT -- GENERAL
COUNSEL AND SECRETARY
September 29, 1998
18

Recycle Logo
Printed on Recycled Paper

PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS OF THE CLOROX COMPANY
The undersigned, whose signature appears on the reverse, hereby appoints G. C. SULLIVAN, P. D. BEWLEY and K. M. ROSE, and each of them, proxies with full power of substitution for and in the name of the undersigned to vote all the shares of Common Stock of The Clorox Company which the undersigned would be entitled to vote if personally present at the Annual Meeting of Stockholders to be held on November 18, 1998, and at any and all adjournments thereof, on all matters that may properly come before the meeting.
Your shares will be voted as directed on this card. If signed and no direction is given for any item, it will be voted in favor of Items 1 and 2.
To vote by telephone or Internet, please see the reverse of this card. To vote by mail, please sign and date this card on the reverse, tear off at the perforation, and mail promptly in the enclosed postage-paid envelope.
If you have any comments or a change of address, mark the appropriate box on the reverse side and use the following space:

YOUR VOTE IS IMPORTANT. BY RETURNING YOUR VOTING INSTRUCTIONS PROMPTLY, YOU CAN AVOID THE INCONVENIENCE OF RECEIVING FOLLOW-UP MAILINGS PLUS HELP THE COMPANY AVOID ADDITIONAL EXPENSES.

DETACH PROXY CARD HERE IF YOU ARE VOTING BY MAIL AND RETURN IN ENCLOSED ENVELOPE
Get the latest Clorox news and information 24 hours a day, 7 days a week. Call 1-888-CLX-NYSE (1-888-259-6973) to listen to the most recent earnings and news releases or to request information via fax or mail.
Log onto our web site at http://www.clorox.com for more comprehensive information!
[LOGO]

/X/ PLEASE MARK 0129
CHOICES IN BLUE OR
BLACK INK AS IN
THIS SAMPLE.
The Board of Directors unanimously recommends a vote FOR the election of the nominees for director and FOR proposal 2.

                                                                                                            FOR   WITHHELD
Nominees
--------                                                                      1. Election of Directors      / /     / /
01     Daniel Boggan, Jr.   05      Juergen Manchot   09      Lary R. Scott      (See list to the left.)
02     John W. Collins      06      Dean O. Morton    10      G. Craig Sullivan
03     Ursula Fairchild     07      Klaus Morwind     11      C. A. (Al) Wolfe   For, except vote withheld
04     Tully M. Friedman    08      Edward L. Scarff                             from the following
                                                                                 nominee(s):
                                                                               ----------------------------------------------------
                                                                                                               FOR  AGAINST ABSTAIN
                                                                                 2. Proposal to ratify the     / /    / /     / /
                                                                                    selection of Deloitte
                                                                                    & Touche LLP as independent
                                                                                    auditors for the fiscal
                                                                                    year ending June 30, 1999.

                                                                                 Check this box if you have  / /
                                                                                 comments or a change of
                                                                                 address and use the back of
                                                                                 this card.

                                                                                 Check this box if you wish  / /
                                                                                 to attend and vote at the
                                                                                 meeting.	

SIGNATURE(S) DATE

NOTE: Your signature should conform with your name as printed above. If signing as attorney, executor, administrator, trustee or guardian, please give your full title. If stock is owned by a partnership or corporation, please indicate your capacity in signing the proxy. If stock is held in joint partnership, all co-owners must sign. Please sign, date and return promptly.

DETACH PROXY CARD HERE IF YOU ARE VOTING BY MAIL AND RETURN IN ENCLOSED ENVELOPE
THE CLOROX COMPANY--ANNUAL MEETING--NOVEMBER 18, 1998 [LOGO]
CLOROX NOW OFFERS PHONE OR INTERNET VOTING
 24 hours a day, 7 days a week
ON A TOUCH-TONE PHONE, CALL TOLL-FREE 1-800-OK2-VOTE (OUTSIDE THE US AND CANADA,
CALL 201-324-0377). YOU WILL HEAR THESE INSTRUCTIONS:
- Enter the last four digits from your social security number.
- Enter the control number from the box above, just below the perforation.
- You will then have two options:

OPTION 1:   To vote as the Board of Directors recommends on both proposals;
            or
OPTION 2:   To vote on each proposal separately.	

- Your vote will be repeated to you and you will be asked to confirm it.
LOG ONTO THE INTERNET AND TYPE: HTTP://WWW.VOTE-BY-NET.COM
- Have your proxy card ready and follow the instructions.
- You will be able to elect to receive future mailings via the Internet.
Your electronic vote authorizes the proxies named on the reverse of this card to vote your shares to the same extent as if you marked, signed, dated and returned the proxy card.
IF YOU HAVE VOTED BY PHONE OR INTERNET, PLEASE DO NOT RETURN THE PROXY CARD.
THANK YOU FOR VOTING!