SCHEDULE 14A
                   Proxy Statement Pursuant to Section 14(a)
                     of the Securities Exchange Act of 1934
                               (Amendment No. __)


Filed by the Registrant [ ]

Filed by a Party other than the Registrant [x]

Check the appropriate box:

[ ]   Preliminary Proxy Statement
[ ]   Confidential, for Use of the Commission Only (as permitted by Rule
      14a-6(e)(2))
[ ]   Definitive Proxy Statement
[ ]   Definitive Additional Materials
[X]   Soliciting Material Pursuant to 240.14a-12

                               The Clorox Company
                (Name of Registrant as Specified In Its Charter)

                               Icahn Partners LP
                         Icahn Partners Master Fund LP
                       Icahn Partners Master Fund II L.P.
                      Icahn Partners Master Fund III L.P.
                         High River Limited Partnership
                             Hopper Investments LLC
                                 Barberry Corp.
                                Icahn Onshore LP
                               Icahn Offshore LP
                               Icahn Capital L.P.
                                   IPH GP LLC
                        Icahn Enterprises Holdings L.P.
                          Icahn Enterprises G.P. Inc.
                                 Beckton Corp.
                                 Carl C. Icahn
    (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 Rule 14a-6(i)(4) 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:



On July 20, 2011, Carl C. Icahn and affiliated entities filed Amendment No. 3 to
a Schedule 13D relating to The Clorox Company, a copy of which is filed herewith
as  Exhibit  1.

SECURITY  HOLDERS  ARE  ADVISED  TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS
RELATED  TO THE SOLICITATION OF PROXIES BY CARL C. ICAHN AND HIS AFFILIATES FROM
THE  STOCKHOLDERS  OF THE CLOROX COMPANY FOR USE AT ITS 2011 ANNUAL MEETING WHEN
THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING
INFORMATION  RELATING  TO  THE  PARTICIPANTS  IN  SUCH  PROXY SOLICITATION. WHEN
COMPLETED,  A  DEFINITIVE  PROXY STATEMENT AND A FORM OF PROXY WILL BE MAILED TO
STOCKHOLDERS  OF  THE  CLOROX COMPANY AND WILL ALSO BE AVAILABLE AT NO CHARGE AT
THE  SECURITIES  AND  EXCHANGE  COMMISSION'S  WEBSITE  AT  HTTP://WWW.SEC.GOV.
INFORMATION RELATING TO THE PARTICIPANTS IN SUCH PROXY SOLICITATION IS CONTAINED
IN  THE SCHEDULE 13D RELATING TO THE COMMON STOCK, PAR VALUE $1.00 PER SHARE, OF
THE  CLOROX COMPANY, FILED BY THE PARTICIPANTS ON FEBRUARY 11, 2011, AND AMENDED
BY  AMENDMENT NOS. 1, 2 AND 3 THERETO (THE "SCHEDULE 13D").  EXCEPT AS OTHERWISE
DISCLOSED  HEREIN, THE PARTICIPANTS HAVE NO INTEREST IN THE CLOROX COMPANY OTHER
THAN THROUGH THE BENEFICIAL OWNERSHIP OF SHARES OF COMMON STOCK, PAR VALUE $1.00
PER  SHARE,  OF  THE  CLOROX  COMPANY,  AS  DISCLOSED  IN THE SCHEDULE 13D.  THE
SCHEDULE  13D  IS  AVAILABLE  AT  NO  CHARGE  AT  THE  SECURITIES  AND  EXCHANGE
COMMISSION'S  WEBSITE  AT  HTTP://WWW.SEC.GOV.



                                                                       EXHIBIT 1


                        Amendment No. 3 to Schedule 13D

                                 [see attached]



                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549

                                  SCHEDULE 13D

                   Under the Securities Exchange Act of 1934
                               (Amendment No. 3)*

                               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 20, 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. 3 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 amendments No.1 and No.
2  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  20,  2011, Carl Icahn sent a letter (the "July 20 Letter") to the
Board  of  Directors  of  the  Issuer,  pursuant  to which Mr. Icahn increased a
proposal  he  made on July 14, 2011 to acquire, through affiliated entities, all
of  the  issued  and  outstanding Shares not owned by the Reporting Persons from
$76.50  per  Share  net  in  cash to $80.00 per Share net in cash. The foregoing
description  of  the July 20 Letter is qualified in its entirety by reference to
the  full  text  of  the  July  20 Letter, a copy of which is attached hereto as
Exhibit  1,  and  is  incorporated  herein  by  reference.

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

     On  July  20,  2011,  Carl  Icahn  sent  the July 20 Letter to the Board of
Directors  of  the  Issuer.

Item 7. Material to be Filed as Exhibits

     Exhibit 1    The July 20 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  20,  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




                                 CARL C. ICAHN
                          767 Fifth Avenue, 47th Floor
                            New York, New York 10153

                                   July 20, 2011

VIA FEDERAL EXPRESS AND FAX
---------------------------
The Board of Directors
The Clorox Company
c/o Secretary
1221 Broadway
Oakland, CA  94612-1888

Dear  Board  Members:

WE HEREBY RAISE OUR OFFER TO $80.00 PER SHARE. ALL OTHER TERMS REMAIN CONSISTENT
WITH  OUR  PREVIOUS  OFFER.

You stated in your recent letter that the board concluded our offer was "neither
credible  nor  adequate." We believe this statement to be disingenuous. However,
to  put  the question of credibility to rest once and for all, ICAHN ENTERPRISES
L.P.  AND  MY AFFILIATES WILL ESCROW $5.2 BILLION, INCLUSIVE OF OUR 12.5 MILLION
SHARES  (THE  EQUITY  PORTION  OF MY OFFER) AT THE TIME YOU ACCEPT OUR OFFER AND
ALLOW  DUE  DILIGENCE.  Concerning the remaining $7.8 billion, we do not believe
there is any legitimate question that this amount can be raised. As we explained
in our previous letter, consistent with the recent leveraged buyout of Del Monte
Foods,  we are extremely confident we can leverage Clorox at 7.0x Debt to our CY
2011  EBITDA  estimate at a blended interest cost of less than 6.5%. HOWEVER, TO
FURTHER  ASSUAGE ANY MISGUIDED CONCERNS, WE WILL ALSO ESCROW AN EXTRA $1 BILLION
AGAINST  ANY  SHORTFALL IN OUR ABILITY TO RAISE THE $7.8 BILLION DEBT FINANCING.

Most  of  your  recent  rejection letter is spent boasting about your "superior"
performance.  For  Don  Knauss  and  the rest of the board to claim our proposal
remains  inadequate and at the same time tout your record for shareholders seems
a  bit  absurd.  You claim "to have a proven track record of delivering superior
financial returns to our stockholders", yet the evidence suggests otherwise. The
reality is the $63.15 per share price on December 20, 2010, the day prior to our
investment  in  Clorox,  is  3%  lower than the $64.79 per share price of Clorox
shares  in  October  2006,  the  month  Don  Knauss  became  Chairman  and  CEO.
Additionally,  you  argue  that  our  offer  is inadequate because of the future
rewards  shareholders  will  possibly  reap at some date in the future from your
"centennial  strategy."  But  you  have already lowered guidance for fiscal year
2011  twice  and  issued disappointing guidance for fiscal year 2012, making the
"centennial  plan"  unachievable  in  the  near  term.  These  events,  and  the
possibility  of another recession, obviously show clear risk to your stand alone
plan  for shareholders. THEREFORE, BY TURNING DOWN OUR OFFER AND THE POSSIBILITY
OF  HIGHER  ONES,  YOU  ARE  ASKING SHAREHOLDERS TO TAKE MEANINGFUL RISK WITHOUT
GIVING THEM THE OPPORTUNITY TO DECIDE WHICH OPTION THEY WOULD PREFER. Don Knauss
has  stated to me on many occasions that he takes his fiduciary obligations very
seriously.  It  is hard to understand how these recent actions can be reconciled
with  these  statements. There is a very wise saying: "If statesmen and generals
were  the  first  to go to the front line, there would be no wars." The question
shareholders  should  ask  is what risks are the board and management taking. IF
THEIR  OWN  MONEY WERE AT STAKE, WOULD MANAGEMENT AND THE BOARD ARBITRARILY TURN
DOWN  OUR  OFFER AND THE POSSIBILITY OF HIGHER ONES TO TAKE THE RISK OF THE VERY
QUESTIONABLE  "CENTENNIAL  PLAN"?

Don Knauss and I agree on one thing. A proxy fight would be extremely costly and
a  major distraction for the company. Shareholders pay the price and lawyers get
richer  and  richer (these are the same lawyers that advise the board that it is
perfectly  "ok"  to just say no - they are correct in one thing, it is certainly
"ok"  for  them  as  the  fees  pile  up).

In  the  event  that  you  again  refuse  to  allow  shareholders  to decide for
themselves  on  whether  to  accept  $80.00  per  share  rather  than  risk  the
possibility  that the shares will fall and that the "centennial plan" will fail,
I  MAKE  THE FOLLOWING PROPOSAL. TO AVOID A COSTLY AND DEBILITATING PROXY FIGHT,
LET  US  GO  TO THE SHAREHOLDERS AND ALLOW THEM TO ADVISE THE BOARD WHETHER THEY
WOULD  LIKE  TO  HAVE THE OPPORTUNITY TO DECIDE WHETHER TO ACCEPT OUR OFFER OR A
HIGHER  ONE,  IF  IT  MATERIALIZES,  AND  LET  US  BOTH  AGREE TO ABIDE BY THEIR
DECISION.

I  am  looking  forward  to  your  reply  in  the  very  near  future.

Sincerely,



/s/ Carl Icahn
--------------
Carl Icahn