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SEC FORM 5/A SEC Form 5
FORM 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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: 3235-0362
Estimated average burden
hours per response: 1.0
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported.
X
 Form 4 Transactions Reported.
1. Name and Address of Reporting Person*
COFSKY THOMAS F
(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 CORP OF AMERICA [ ODC ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Vice President
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
07/31/2012
4. If Amendment, Date of Original Filed (Month/Day/Year)
04/06/2012 		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 at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Amount (A) or (D) Price
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)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Stock $0(1) 03/30/2012 4A(2) 2,000 (1)(3) (1) Common Stock 2,000 $0 2,376 D
Class B Stock $0(1) 02/24/2012 4P(1) 332 (1) (1) Common Stock 332 $20.87 33,289 I By Spouse
Explanation of Responses:
1. 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. Restricted stock granted pursuant to the Oil-Dri Corporation of America 2006 Long Term Incentive Plan in a transaction exempt under rule 16b-3.
3. The shares of restricted stock will "cliff" vest in full on March 30, 2014.
/s/ Ryan Lawrence by Power of Attorney 09/12/2012
** 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.
Exhibit 24

POWER OF ATTORNEY

	Know all by these presents, that the undersigned hereby
 constitutes and appoints each of Douglas A. Graham and Ryan Lawrence,
 or either of them signing singly, and with full power of substitution,
 the undersigned's true and lawful attorney in fact to:

(1)	prepare, execute in the undersigned?s name
and on the undersigned?s behalf, and submit to the
 U.S. Securities and Exchange Commission (the ?SEC?) a Form ID,
 including amendments thereto, and any other documents necessary
 or appropriate to obtain codes and passwords enabling the undersigned
 to make electronic filings with the SEC of reports required by
 Section 16(a) of the Securities Exchange Act of 1934
 or any rule or regulation of the SEC;

(2)	execute for and on behalf of the undersigned,
 in the undersigned's capacity as an officer and/or director
 of Oil-Dri Corporation of America (the ?Company?), Forms 3, 4, and 5
 in accordance with Section 16(a) of the Securities Exchange Act of 1934
 and the rules thereunder;

(3)		do and perform any and all acts for and on behalf of
 the undersigned which may be necessary or desirable to complete and execute
 any such Form 3, 4, or 5, complete and execute any amendment
 or amendments thereto, and timely file such form with the SEC
 and any stock exchange or similar authority; and

(4)	take any other action of any type whatsoever in connection
 with the foregoing which, in the opinion of such attorney in fact,
 may be of benefit to, in the best interest of, or legally required by,
 the undersigned, it being understood that the documents executed by such
 attorney in fact on behalf of the undersigned pursuant to this
 Power of Attorney shall be in such form and shall contain such
 terms and conditions as such attorney in fact may approve in such
 attorney in fact's discretion.

	The undersigned hereby grants to each such attorney in fact
 full power and authority to do and perform any and every act and thing
 whatsoever requisite, necessary, or proper to be done in the exercise
 of any of the rights and powers herein granted, as fully to all intents
 and purposes as the undersigned might or could do if personally present,
 with full power of substitution or revocation, hereby ratifying and
confirming all that such attorney in fact, or such attorney in fact's
substitute or substitutes, shall lawfully do or cause to be done by virtue
 of this power of attorney and the rights and powers herein granted.
 The undersigned acknowledges that the foregoing attorneys in fact,
 in serving in such capacity at the request of the undersigned,
 are not assuming, nor is the Company assuming, any of the undersigned's
 responsibilities to comply with Section 16 of the
 Securities Exchange Act of 1934.

	This Power of Attorney shall remain in full force and effect
 until the undersigned is no longer required to file Forms 3, 4, and 5
 with respect to the undersigned's holdings of and transactions in
 securities issued by the Company, unless earlier revoked by
 the undersigned in a signed writing delivered to the foregoing
 attorneys in fact.The undersigned hereby revokes any and all prior
 powers of attorney granted for these purposes.

	IN WITNESS WHEREOF, the undersigned has caused this
 Power of Attorney to be executed as of this
 7th day of August, 2012.


		/s/ Thomas F. Cofsky
			Thomas F. Cofsky