SEC Filing - Oil-Dri Corporation Of America

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SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

JAFFEE DANIEL S

(Last)

(First)

(Middle)

410 N. MICHIGAN AVE.

SUITE 400

(Street)

CHICAGO

60611-4213

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
OIL DRI CORPORATION OF AMERICA [ ODC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
03/14/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/14/2005		C⁽¹⁾		35,000	A	$0	35,000	D
Common Stock	03/14/2005		S⁽²⁾		34,300	D	$18.6	700	D
Common Stock	03/14/2005		S⁽²⁾		100	D	$18.65	600	D
Common Stock	03/14/2005		S⁽²⁾		500	D	$18.7	100	D
Common Stock	03/14/2005		S⁽²⁾		100	D	$18.78	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Stock	$0	03/14/2005		M⁽³⁾		35,000		⁽⁴⁾	⁽⁴⁾	Common Stock	35,000	$11.25	69,466	D
Class B Stock	$0	03/14/2005		C⁽¹⁾			35,000	⁽⁴⁾	⁽⁴⁾	Common Stock	35,000	$0	34,466	D
Stock Options (Right to buy)	$11.25	03/14/2005		M⁽³⁾			35,000	09/18/2000	09/18/2008	Class B Common Stock	35,000	$0	120,000	D
Class B Stock	$0							⁽⁴⁾	⁽⁴⁾	Common Stock	2		2	I	By Spouse
Stock Options (Right to buy)	$11.25							09/18/2000	09/18/2008	Class B Common Stock	4,250		4,250	I	By Spouse
Class B Stock	$0							⁽⁴⁾	⁽⁴⁾	Common Stock	64,569.18		64,569.18	I	Partnership
Class B Stock	$0							⁽⁴⁾	⁽⁴⁾	Common Stock	716		716	I	Trustee1
Class B Stock	$0							⁽⁴⁾	⁽⁴⁾	Common Stock	731		731	I	Trustee2
Class B Stock	$0							⁽⁴⁾	⁽⁴⁾	Common Stock	23,773.59		23,773.59	I	Trustee3
Class B Stock	$0							⁽⁴⁾	⁽⁴⁾	Common Stock	23,773.59		23,773.59	I	Trustee4
Class B Stock	$0							⁽⁴⁾	⁽⁴⁾	Common Stock	23,773.59		23,773.59	I	Trustee5

Explanation of Responses:

1. Conversion of Class B Stock to Common Stock. Class B Stock may be converted at any time at the option of the holder into Common Stock on a share for share basis. See note 134 to SEC Release 34-288691.

2. Sale, pursuant to a written plan which satisfies the requirements of SEC Rule 10b5-1, of shares obtained through exercise of employee stock options.

3. Exercise of employee stock options pursuant to the Oil-Dri Corporation of America 1995 Long-Term Incentive Plan in a transaction exempt under rule 16b-3.

4. Class B Stock may be converted at any time at the option of the holder into Common Stock on a share for share basis. See note 134 to SEC Release 34-288691

	Maryon Gray by Power of Attorney	03/14/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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