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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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 IL 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) 03/20/2006
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/20/2006		C(1)		5,100	A	$0	5,100	D
Common Stock	03/20/2006		S		200	D	$19.3	4,900	D
Common Stock	03/20/2006		S		4,900	D	$19.4	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Stock	$0	03/20/2006		M(2)		5,100		(3)	(3)	Common Stock	5,100	$11.25	109,566	D
Class B Stock	$0	03/20/2006		C(1)			5,100	(3)	(3)	Common Stock	5,100	$0	104,466	D
Stock Options (Right to buy)	$11.25	03/20/2006		M(2)			5,100	09/18/2000	09/18/2008	Class B Common Stock	5,100	$0	84,800	D
Class B Stock	$0							(3)	(3)	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							(3)	(3)	Common Stock	64,569.18		64,569.18	I	Partnership
Class B Stock	$0							(3)	(3)	Common Stock	366		366	I	Trustee1
Class B Stock	$0							(3)	(3)	Common Stock	381		381	I	Trustee2
Class B Stock	$0							(3)	(3)	Common Stock	23,773.59		23,773.59	I	Trustee3
Class B Stock	$0							(3)	(3)	Common Stock	23,773.59		23,773.59	I	Trustee4
Class B Stock	$0							(3)	(3)	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. 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.

3. 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	03/21/2006
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.