



                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                 SCHEDULE 13D

                   UNDER THE SECURITIES EXCHANGE ACT OF 1934

                              (AMENDMENT NO. 1)

                        ARMOR ALL PRODUCTS CORPORATION
                              (NAME OF ISSUER)

                         COMMON STOCK, $0.01 PAR VALUE
                        (TITLE OF CLASS OF SECURITIES)

                                  042256-10-7
                                (CUSIP NUMBER)

                             Ivan D. Meyerson, Esq
                      Vice President and General Counsel
                             McKesson Corporation
                                One Post Street
                       San Francisco, California  94104
                                (415) 983-8300 
          (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
                  TO RECEIVE NOTICES AND COMMUNICATIONS)

                                    Copy to

                             Paul T. Schnell, Esq
                     Skadden, Arps, Slate, Meagher & Flom
                               919 Third Avenue
                           New York, New York  10022
                                 (212) 735-3000

                               November 26, 1996
                       (DATE OF EVENT WHICH REQUIRES
                         FILING OF THIS STATEMENT)

          If the filing person has previously filed a state-
     ment on Schedule 13G to report the acquisition which is
     the subject of this Schedule 13D, and is filing this
     Schedule because of Rule 13d-1(b)(3) or (4), check the
     following box:  ( )

          Check the following box if a fee is being paid with
          this statement:  ( )


                                    13D
   CUSIP NO.          042256-10-7     
    

   1       NAME OF REPORTING PERSONS 
           S.S. OR I.R.S.IDENTIFICATION NOS. OF ABOVE PERSONS
   ------------------------------------------------------------------------
            MCKESSON CORPORATION
            I.R.S. IDENTIFICATION NO. 94-32 07296
   ------------------------------------------------------------------------
   2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:   (a)  ( )
                                                               (b)  ( )
   ------------------------------------------------------------------------
   3       SEC USE ONLY
   ------------------------------------------------------------------------
   4       SOURCE OF FUNDS                                                   
             00
   ------------------------------------------------------------------------
   5       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS  IS REQUIRED    ( )
           PURSUANT TO ITEM 2(d) or 2(e)
   ------------------------------------------------------------------------
   6       CITIZEN OR PLACE OF ORGANIZATION 
           STATE OF DELAWARE
   ------------------------------------------------------------------------
       NUMBER OF              7       SOLE VOTING POWER         11,624,900
        SHARES              -----------------------------------------------
     BENEFICIALLY             8       SHARED VOTING POWER                0
       OWNED BY             -----------------------------------------------
        EACH                 9       SOLE DISPOSITIVE POWER     11,624,900
      REPORTING             -----------------------------------------------
    PERSON WITH             10       SHARED DISPOSITIVE POWER            0
   ------------------------------------------------------------------------
   11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON      
            11,624,900
   ------------------------------------------------------------------------
   12      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES      ( )
           CERTAIN SHARES
   ------------------------------------------------------------------------
   13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)       
           54.9%
   ------------------------------------------------------------------------
   14      TYPE OF REPORTING PERSON
            CO



               This Amendment No. 1 amends the Schedule 13D
     (the "Schedule 13D") filed on December 1, 1994 by
     McKesson Corporation, a Delaware corporation
     ("McKesson"), with respect to common stock, par value
     $0.01 per share (the "Shares"), of Armor All Products
     Corporation, a Delaware corporation ("Armor All"), whose
     executive offices are located at 6 Liberty, Aliso Viejo,
     California  92656.

               Unless otherwise defined herein, each capital-
     ized term used herein has the same meaning ascribed to it
     in the Schedule 13D.

     Item 4.   Purpose of Transaction

               Item 4 is hereby amended to include the follow-
     ing:

               McKesson plans to dispose of its Shares pursu-
     ant to the contracts, arrangements and understandings set
     forth in Item 6 hereof.

     Item 6.   Contracts, Arrangements, Understandings or
               Relationships with respect to Securities of the
               Issuer.

               Item 6 is hereby amended to include the follow-
     ing summary, which is qualified in its entirety by refer-
     ence to Exhibits 1, 2 and 3 attached hereto and incorpo-
     rated herein by reference:

               On November 26, 1996, Armor All, The Clorox
     Company, a Delaware corporation ("Clorox") and Shield
     Acquisition Corporation, a Delaware corporation and
     wholly owned subsidiary of Clorox (the "Purchaser")
     entered into an Agreement and Plan of Merger, dated as of
     November 26, 1996 (the "Merger Agreement"), which pro-
     vides, among other things, that as soon as practicable
     after the satisfaction or waiver of the conditions set
     forth in the Merger Agreement, the Purchaser will be
     merged with and into Armor All (the "Merger").  Under the
     Merger Agreement, in the event that the Purchaser ac-
     quires less than all of the outstanding Shares in an all-
     cash tender offer, the tender offer will be followed by
     the Merger in which any remaining Shares (other than
     Shares held by dissenting stockholders, if applicable)
     will be converted into the same consideration as is paid
     in the tender offer.   Pursuant to the Merger Agreement,
     the Purchaser has commenced a tender offer, as described
     in a Tender Offer Statement on Schedule 14D-1, dated
     December 2, 1996, to purchase any and all outstanding
     Shares, at a price of $19.09 per Share, net to the seller
     in cash, upon the terms and subject to the conditions in
     the Offer to Purchase, dated December 2, 1996 (the "Offer
     to Purchase"), and the related Letter of Transmittal
     (which together constitute the "Offer").

               The Purchaser is required under the Merger
     Agreement to accept for payment and pay for all Shares
     tendered as soon as such actions are permitted under
     applicable law.  Prior to such actions being so permit-
     ted, among other things, the waiting period applicable to
     the acquisition of the Shares under the HSR Act must
     expire or be terminated.  However, notwithstanding any
     other provision of the Merger Agreement, the Purchaser
     shall not be required to purchase any Shares tendered,
     and may terminate or amend the Offer, if on or after
     December 2, 1996, any of the following events shall
     occur:  (a) the Company shall have breached in any mate-
     rial respect any of its representations, warranties,
     covenants or agreements contained in the Merger Agree-
     ment; (b) there shall be any statute, rule, regulation,
     decree, order or injunction promulgated, enacted, entered
     or enforced by any United States federal or state govern-
     ment, governmental authority or court which would
     (i) make the acquisition by the Purchaser of a material
     portion of the Shares illegal, or (ii) otherwise prohibit
     or restrict consummation of the Purchaser or the Merger;
     (c) the Merger Agreement shall have been terminated in
     accordance with its terms; or (d) the Company or its
     subsidiaries shall have suffered a change that would
     result in a Company Material Adverse Effect (as defined
     in the Merger Agreement).

               The obligations of each of Clorox, the Purchas-
     er and Armor All to effect the Merger are subject to the
     satisfaction or waiver of certain conditions, including
     (i) if required by the Delaware General Corporation Law,
     the Merger Agreement and the Merger shall have been
     approved by the stockholders of Armor All, (ii) no stat-
     ute, rule, regulation, order, decree, or injunction shall
     have been promulgated by any governmental entity which
     prohibits the consummation of the Merger, (iii) the Offer
     shall not have expired or been terminated prior to the
     purchase of any Shares, and (iv) any waiting period under
     the Hart-Scott-Rodino Antitrust Improvements Act of 1976
     applicable to the purchase of Shares pursuant to the
     Offer shall have expired or been terminated.  Further,
     the respective obligations of Armor All, on the one hand,
     and Clorox and the Purchaser, on the other hand, are
     subject to the satisfaction or waiver at or prior to the
     Effective Time of certain additional conditions, includ-
     ing (i) the representations and warranties of the other
     parties or party being true as of the Effective Time (as
     defined in the Merger Agreement), (ii) the other parties
     or party having performed in all material respects their
     or its obligations under the Merger Agreement, and (iii)
     receipt of a certificate of an officer of Clorox or Armor
     All, as the case may be, as to the satisfaction of cer-
     tain of such conditions, provided that the conditions
     described in this sentence with respect to the obliga-
     tions of Clorox and the Purchaser shall cease to be
     conditions if the Purchaser shall have accepted for
     payment and paid for Shares validly tendered pursuant to
     the Offer.

               The Merger Agreement was amended on December 1,
     1996 by the parties thereto to clarify certain matters in
     a services agreement previously entered into by McKesson
     and Armor All.

               Concurrently with the execution of the Merger
     Agreement, McKesson, Clorox and the Purchaser entered
     into a Stockholder Agreement, dated as of November 26,
     1996 (the "Stockholder Agreement").  Under the Stockhold-
     er Agreement, McKesson has agreed to tender (and to
     direct its exchange agent pursuant to an exchange agent
     agreement and an indenture relating to debentures issued 
     in 1994 by McKesson to tender) all Shares owned by it
     into the Offer and that it will not (and will not direct
     its exchange agent to) withdraw any Shares so tendered. 
     Pursuant to the Stockholder Agreement, McKesson also has
     granted to Clorox an irrevocable proxy to vote its
     Shares, or grant a consent or approval in respect of such
     Shares, in connection with any meeting of the stockhold-
     ers of Armor All (i) in favor of the Merger and (ii)
     against any action or agreement which would impede,
     interfere with or prevent the Merger, including any other
     extraordinary corporate transaction such as a merger,
     reorganization or liquidation involving Armor All and a
     third party or any other proposal by a third party to
     acquire Armor All.  Such irrevocable proxy shall termi-
     nate on termination of the Stockholder Agreement.

               During the term of the Stockholder Agreement,
     McKesson has agreed that it will not (subject to certain
     exceptions) (i) transfer, or enter into any contract,
     option, agreement or other understanding with respect to
     the transfer of, its Shares, (ii) grant any proxy, power
     of attorney or other authorization or consent in or with
     respect to its Shares, (iii) deposit its Shares in any
     voting trust or enter into any voting agreement or ar-
     rangement with respect to such Shares, or (iv) take any
     other action that would in any way restrict, limit or
     interfere with the performance of its obligations pursu-
     ant to the Stockholder Agreement.

               The Stockholder Agreement shall terminate upon
     the earlier of (i) termination of the Merger Agreement,
     either in accordance with its terms by a party thereto or
     by mutual agreement of the parties thereto, or (ii) the
     date that the Purchaser pays for the Shares of McKesson
     pursuant to the Stockholder Agreement, provided that
     certain provisions specified in the Stockholder Agreement
     will survive such termination.  Neither party has any
     other unilateral right to terminate the Stockholder
     Agreement.

     Item 7.   Material to be Filed as Exhibits.

               Item 7 is hereby amended to include the follow-
     ing:

     Exhibit 1:     Agreement and Plan of Merger, dated as
                    November 26, 1996, by and among Armor All
                    Products Corporation, The Clorox Company
                    and Shield Acquisition Corporation.

     Exhibit 2:     First Amendment to the Agreement and Plan
                    of Merger, dated December 1, 1996, by and
                    among Armor All Products Corporation, The
                    Clorox Company and Shield Acquisition
                    Corporation.

     Exhibit 3:     Stockholder Agreement, dated as of Novem-
                    ber 26, 1996 by and among McKesson Corpo-
                    ration, The Clorox Company and Shield
                    Acquisition Corporation.


                             SIGNATURE

          After reasonable inquiry and to the best of my
     knowledge and belief, I certify that the information set
     forth in this statement is true, complete, and correct.

     Dated:  December 6, 1996

                              McKESSON CORPORATION

                              By:  /s/ Nancy A. Miller 
                                   -----------------------------
                                   Nancy A. Miller
                                   Vice President and Secretary


                           EXHIBIT INDEX

     Exhibit     Description                           Page   

       1         Agreement and Plan of Merger, dated
                 as of November 26, 1996, by and
                 among Armor All Products Corpora-
                 tion, The Clorox Company and Shield
                 Acquisition Corporation.               8     

       2         First Amendment to the Agreement
                 and Plan of Merger, dated as of
                 December 1, 1996, by and among Ar-
                 mor All Products Corporation, The
                 Clorox Company and Shield Acquisi-
                 tion Corporation.                     65     

       3         Stockholder Agreement, dated as of
                 November 26, 1996 by and among
                 McKesson Corporation, The Clorox
                 Company and Shield Acquisition Cor-
                 poration.                             69     


