As filed with the Securities and Exchange Commission on August 16, 2016.	
Registration No. 333-_______	

SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
____________
FORM S-8
 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
____________ 
THE CLOROX COMPANY
 (Exact name of registrant as specified in its charter)

DELAWARE	31-0595760	
(State or other jurisdiction of	(I.R.S. Employer	
incorporation or organization)	Identification Number)	

1221 Broadway
Oakland, California 94612-1888
 (510) 271-7000
 (Address of Principal Executive Offices)
THE CLOROX COMPANY 2005 STOCK INCENTIVE PLAN
 (Full Title of the Plans)
Laura Stein 
 Executive Vice President -- General Counsel & Corporate Affairs
 The Clorox Company
 1221 Broadway
 Oakland, California 94612-1888
 (510) 271-7000
 (Name, address and telephone number including area code of agent for service)
____________ 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer    þ	Accelerated filer    o	 	

Non-accelerated filer    o (Do not check if a smaller reporting company)	Smaller reporting company    o	

____________

 
CALCULATION OF REGISTRATION FEE

				Proposed Maximum		Proposed Maximum			
		Amount to be		Offering Price		Aggregate		Amount of	
Title of Securities to be Registered (1)			Registered(2)		Per Share(3)		Offering Price(3)		Registration Fee	
Common Stock, par value	     	 	     	 	     	 	     		
       $1.00 per share		10,000,000		$132.81		$1,328,100,000		$133,740	

(1)	     	In addition to the number of shares of the common stock, par value $1.00 per share (the “Common Stock”) of The Clorox Company (the “Company” or “Registrant”) stated above, this Registration Statement covers an indeterminate number of options and other rights to acquire Common Stock, to be granted pursuant to The Clorox Company 2005 Stock Incentive Plan (the “Plan”).	
 	
(2)		Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, there is also being registered such additional shares of the Common Stock that become available under the Plan in connection with changes in the number of shares of outstanding Common Stock because of events such as recapitalizations, stock dividends, stock splits and reverse stock splits, and any other securities with respect to which the outstanding shares are converted or exchanged.	
 	
(3)		Calculated solely for the purpose of determining the registration fee pursuant to Rule 457(c) and Rule 457(h) of the Securities Act of 1933, as amended. The proposed maximum offering price per share and the proposed maximum aggregate offering price are based upon the average of the high and low sales prices of the Company’s Common Stock, as reported on the New York Stock Exchange on August 15 , 2016.	

NOTE
This Registration Statement on Form S-8 is filed pursuant to General Instruction E to Form S-8 for the purpose of registering an additional 10,000,000 shares of the Common Stock of the Company, which may be issued pursuant to awards under the Plan. In accordance with General Instruction E to Form S-8, the Company hereby incorporates herein by reference the Form S-8 filed by the Company with respect to the Plan on February 2, 2006 (SEC File No. 333-131487) and on February 12, 2014 (SEC File No. 333-193913), together with all exhibits filed therewith or incorporated therein by reference (“Prior Registration Statements”). The Prior Registration Statements are currently effective.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.

Exhibit No.	     	Description	
4.1	*		Restated Certificate of Incorporation (filed as Exhibit 3(iii) to the Quarterly Report on Form 10-Q for the quarter ended December 31, 1999, incorporated herein by reference).
 	
4.2	*		Bylaws (amended and restated) of the Company (filed as Exhibit 3.2 to the Current Report on Form 8-K, filed August 28, 2015, incorporated herein by reference).
 	
5.1			Opinion of General Counsel of the Company.
 	
23.1			Consent of Ernst & Young LLP.
 	
23.2			Consent of General Counsel of the Company (included in Exhibit 5.1).
 	
24.1			Power of attorney (included on signature page).
 	
99.1	*		The Clorox Company 2005 Stock Incentive Plan (filed as Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended December 31, 2012, incorporated herein by reference).
 	
99.2	*		Form of Performance Share Award Agreement under the Company’s 2005 Stock Incentive Plan (filed as Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended September 30, 2015, incorporated herein by reference).
 	
99.3	*		Form of Restricted Stock Unit Award Agreement under the Company’s 2005 Stock Incentive Plan (filed as Exhibit 10.13 to the Annual Report on Form 10-K for the fiscal year ended June 30, 2013, incorporated herein by reference).
 	
99.4	*		Form of Nonqualified Stock Option Award Agreement under the Company’s 2005 Stock Incentive Plan (filed as Exhibit 10.14 to the Annual Report on Form 10-K for the fiscal year ended June 30, 2014, incorporated herein by reference).	

*Incorporated by reference.

SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oakland, State of California, on this 16th day of August, 2016.

	THE CLOROX COMPANY	
	 	 	
	By: 	/s/ B. Dorer	
		B. Dorer	
		Chief Executive Officer	

POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints B. Dorer, S. M. Robb, L. Stein, and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	    	Title	    	Date	
/s/ R. H. Carmona		Director		August 16, 2016	
R. H. Carmona					
 	 	 	 	 	
/s/ S. C. Fleischer	 	Director	 	August 16, 2016	
S. C. Fleischer					
 	 	 	 	 	
/s/ G. J. Harad		Director		August 16, 2016	
G. J. Harad					
 	 	 	 	 	
/s/ E. Lee		Director		August 16, 2016	
E. Lee					
 	 	 	 	 	
/s/ R. W. Matschullat		Director		August 16, 2016	
R. W. Matschullat					
 	 	 	 	 	
/s/ J. Noddle		Director		August 16, 2016	
J. Noddle					
 	 	 	 	 	
/s/ R. Rebolledo		Director		August 16, 2016	
R. Rebolledo					
 	 	 	 	 	
/s/ P. Thomas-Graham		Director		August 16, 2016	
P. Thomas-Graham					
 	 	 	 	 	
/s/ C. M. Ticknor		Director		August 16, 2016	
C. M. Ticknor					
 	 	 	 	 	
/s/ C. J. Williams		Director		August 16, 2016	
C. J. Williams					

/s/ A. D. D. Mackay	    	Director	    	August 16, 2016	
A. D. D. Mackay					
 	 	 	 	 	
/s/ B. Dorer		Chairman and Chief Executive Officer		August 16, 2016	
B. Dorer		(Principal Executive Officer)			
 	 	 	 	 	
/s/ S. M. Robb		Executive Vice President – Chief Financial Officer		August 16, 2016	
S. M. Robb		(Principal Financial Officer)			
 	 	 	 	 	
/s/ T. Johnson		Vice President – Global Business Services and		August 16, 2016	
T. Johnson		Chief Accounting Officer (Principal Accounting Officer)			

Exhibit Index

Exhibit No.	     	Description	
4.1	*		Restated Certificate of Incorporation (filed as Exhibit 3(iii) to the Quarterly Report on Form 10-Q for the quarter ended December 31, 1999, incorporated herein by reference).
 	
4.2	*		Bylaws (amended and restated) of the Company (filed as Exhibit 3.1 to the Current Report on Form 8-K, filed August 28, 2015, incorporated herein by reference).
 	
5.1			Opinion of General Counsel of the Company.
 	
23.1			Consent of Ernst & Young LLP.
 	
23.2			Consent of General Counsel of the Company (included in Exhibit 5.1).
 	
24.1			Power of attorney (included on signature page).
 	
99.1	*		The Clorox Company 2005 Stock Incentive Plan (filed as Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended December 31, 2012, incorporated herein by reference).
 	
99.2	*		Form of Performance Share Award Agreement under the Company’s 2005 Stock Incentive Plan (filed as Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended September 30, 2015, incorporated herein by reference).
 	
99.3	*		Form of Restricted Stock Unit Award Agreement under the Company’s 2005 Stock Incentive Plan (filed as Exhibit 10.13 to the Annual Report on Form 10-K for the fiscal year ended June 30, 2013, incorporated herein by reference).
 	
99.4	*		Form of Nonqualified Stock Option Award Agreement under the Company’s 2005 Stock Incentive Plan (filed as Exhibit 10.14 to the Annual Report on Form 10-K for the fiscal year ended June 30, 2014, incorporated herein by reference).	

*Incorporated by reference.

EXHIBIT 5.1
Laura Stein, Esq.
 Executive Vice President — General Counsel & Corporate Affairs
The Clorox Company
1221 Broadway
Oakland, California 94612-1888
August 16, 2016
The Clorox Company
 1221 Broadway
Oakland, California 94612-1888
Ladies and Gentlemen:
I am General Counsel of The Clorox Company, a Delaware corporation (the “Company”). This opinion is being rendered in connection with the filing of the Registration Statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) by the Company under the Securities Act of 1933, as amended (the “Securities Act”), for the registration of 10,000,000 shares of its common stock, $1.00 par value per share (the “Stock”), to be issued pursuant to The Clorox Company 2005 Stock Incentive Plan, Amended and Restated as of November 14, 2012 (the “Plan”).
In connection with this opinion, I have examined originals or copies, certified or otherwise identified to my satisfaction, of (i) the Registration Statement, (ii) the Restated Certificate of Incorporation of the Company and the Bylaws (amended and restated) of the Company, each as in effect on the date hereof, (iii) the Plan, (iv) resolutions of the Board of Directors of the Company authorizing the issuance of the Stock and (v) such other instruments, certificates, records and documents, and such matters of law, as I have considered necessary or appropriate for the purposes hereof.
Based upon the foregoing, subject to the limitations and qualifications contained in this opinion, I am of the opinion that:
1. The issuance of the Stock has been duly authorized by the Board of Directors of the Company.
2. Upon issuance and delivery of the Stock, in accordance with the terms and conditions of the Plan, the Stock will be validly issued, fully paid and non-assessable.
The opinions expressed herein are limited to the Delaware General Corporation Law, and I express no opinion as to the laws of any other state or jurisdiction.
I hereby consent to the use of this opinion as an exhibit to the Registration Statement and to the use of my name, as counsel, therein. In giving the foregoing consent, I do not thereby admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act or the rules or regulations of the Commission thereunder.

	Very truly yours,	
	 	
	/s/ Laura Stein	 	
	Laura Stein, Esq.	
	Executive Vice President -- General Counsel & Corporate Affairs	

Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 2005 Stock Incentive Plan of The Clorox Company, of our reports dated August 16, 2016, with respect to the consolidated financial statements and schedule of The Clorox Company and the effectiveness of internal control over financial reporting of The Clorox Company included in its Annual Report (Form 10-K) for the year ended June 30, 2016, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
 San Francisco, California
 August 16, 2016