SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13D

                   Under the Securities Exchange Act of 1934
                               (Amendment No. 2)*

                               The Clorox Company
                                (Name of Issuer)

                         Common Stock, Par Value $1.00
                         (Title of Class of Securities)

                                   189054109
                                 (CUSIP Number)

                             Keith Schaitkin, Esq.
                                Icahn Capital LP
                          767 Fifth Avenue, 47th Floor
                            New York, New York 10153
                                 (212) 702-4300
                 (Name, Address and Telephone Number of Person
               Authorized to Receive Notices and Communications)

                                 July 14, 2011
            (Date of Event which Requires Filing of this Statement)

If  the filing person has previously filed a statement on Schedule 13G to report
the  acquisition  that  is  the subject of this Schedule 13D, and is filing this
schedule  because  of  Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the  following  box  /  /.

NOTE:  Schedules  filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to  whom  copies  are  to  be  sent.

*The  remainder  of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for  any  subsequent  amendment  containing  information  which  would  alter
disclosures  provided  in  a  prior  cover  page.

The information required on the remainder of this cover page shall not be deemed
to  be  "filed"  for the purpose of Section 18 of the Securities Exchange Act of
1934  ("Act") or otherwise subject to the liabilities of that section of the Act
but  shall  be  subject  to  all  other  provisions of the Act (however, see the
Notes).



                                  SCHEDULE 13D

Item 1. Security and Issuer

     This  statement constitutes Amendment No. 2 to the Schedule 13D relating to
the  Common  Stock, par value $1.00 (the "Shares"), issued by The Clorox Company
(the "Issuer"), and hereby amends the Schedule 13D filed with the Securities and
Exchange  Commission  on February 11, 2011 and amended by amendment No.1 thereto
(as amended, the "Initial Schedule 13D"), on behalf of the Reporting Persons (as
defined  in the Initial Schedule 13D), to furnish the additional information set
forth  herein.  All capitalized terms contained herein but not otherwise defined
shall  have  the  meanings  ascribed  to such terms in the Initial Schedule 13D.

Item 4. Purpose of Transaction

     Item 4 is hereby amended by adding the following:

     On July 14, 2011, Carl Icahn sent a letter (the "July 14 Letter") to Donald
R.  Knauss, the Chairman and CEO of the Issuer, pursuant to which Mr. Icahn made
a  proposal  to  acquire,  through  affiliated  entities,  all of the issued and
outstanding  Shares  not owned by the Reporting Persons for $76.50 per Share net
in  cash.  Mr.  Icahn  also disclosed that his affiliates have obtained a highly
confident  letter (the "Highly Confident Letter") from Jefferies & Company, Inc.
regarding  its ability to provide financing for the proposed transaction subject
to the terms and conditions set forth therein. The foregoing descriptions of the
July  14  Letter and the Highly Confident Letter are qualified in their entirety
by  reference  to  the  full  text  of each of the July 14 Letter and the Highly
Confident  Letter,  copies  of  which  are  attached hereto as Exhibits 1 and 2,
respectively,  and  are  incorporated  herein  by  reference.

Item 6. Contracts, Arrangements, Understandings or Relationship with Respect to
        Securities of the Issuer

     On  July  14, 2011, Carl Icahn sent the July 14 Letter to Donald R. Knauss,
the  Chairman and CEO of the Issuer. In addition, on July 14, 2011, an affiliate
of Mr. Icahn obtained the Highly Confident Letter from Jefferies & Company, Inc.

Item 7. Material to be Filed as Exhibits

     Exhibit 1    The July 14 Letter

     Exhibit 2    The Highly Confident Letter





                                   SIGNATURE

     After  reasonable  inquiry  and  to  the  best  of  each of the undersigned
knowledge and belief, each of the undersigned certifies that the information set
forth  in  this  statement  is  true,  complete  and  correct.

Dated: July 15, 2011


ICAHN  PARTNERS  MASTER  FUND  LP
ICAHN  PARTNERS  MASTER  FUND  II  LP
ICAHN  PARTNERS  MASTER  FUND  III  LP
ICAHN  OFFSHORE  LP
ICAHN  PARTNERS  LP
ICAHN  ONSHORE  LP
BECKTON  CORP.
HOPPER  INVESTMENTS  LLC
BARBERRY  CORP.
HIGH  RIVER  LIMITED  PARTNERSHIP
     By:  Hopper  Investments  LLC,  general  partner


     By:  /s/  Edward  E.  Mattner
          ------------------------
          Name:  Edward  E.  Mattner
          Title:  Authorized  Signatory


ICAHN  CAPITAL  LP
     By:  IPH  GP  LLC,  its  general  partner
     By:  Icahn  Enterprises  Holdings  L.P.,  its  sole  member
By:  Icahn  Enterprises  G.P.  Inc.,  its  general  partner
IPH  GP  LLC
     By:  Icahn  Enterprises  Holdings  L.P.,  its  sole  member
By:  Icahn  Enterprises  G.P.  Inc.,  its  general  partner
ICAHN  ENTERPRISES  HOLDINGS  L.P.
     By:  Icahn  Enterprises  G.P.  Inc.,  its  general  partner
ICAHN  ENTERPRISES  G.P.  INC.


By:  /s/ Dominick  Ragone
     --------------------
     Name:  Dominick  Ragone
     Title:  Chief  Financial  Officer










/s/  Carl  C.  Icahn
--------------------
CARL  C.  ICAHN