1

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the

                         Securities Exchange Act of 1934

                                November 13, 2000
                   ------------------------------------------
                Date of Report (Date of earliest event reported)

                         Oil-Dri Corporation of America
                   ------------------------------------------
             (Exact name of registrant as specified in its charter)

            Delaware                0-8675              36-2048898
          -----------------      -------------       ----------------
        (State or other          (Commission           (IRS Employer
        jurisdiction of          File Number)         Identification
         incorporation)                                    No.)

             410 North Michigan Avenue

                 Chicago, Illinois                          60611
           -----------------------------                 ----------
      (Address of principal executive offices)            (Zip Code)

                                  312-321-1515

                          ----------------------------
                          Registrant's telephone number

 2

ITEM 5.  OTHER EVENTS

Effective  October 31, 2000,  the Company  entered  into an  agreement  with its
Chairman,  Richard M. Jaffee,  whereby Mr.  Jaffee will retire as an employee of
the Company  effective  February 1, 2001.  Under the terms of the Agreement,  he
will remain  Chairman of the Board and will  continue to provide  counsel to the
Company on a consulting  basis until February 1, 2006. (See Exhibit 99.1 to this
Form 8-K.)

On November 10, 2000, the news release attached as Exhibit 99 and incorporated
herein by reference was issued.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

EXHIBIT    DESCRIPTION
- -------    -----------

99         Press Release, November 10, 2000

99.1       Second  Amendment to Salary  Continuation  Agreement  dated August 1,
           1989 between  Richard M. Jaffee and the  Registrant as amended by the
           Extension and Amendment dated October 9, 1998.

- ----------------
[FN]
 Management Agreement

 3

                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                               OIL-DRI CORPORATION OF AMERICA

                               By:      /S/    DANIEL S. JAFFEE
                                   --------------------------------------
                                   Daniel S. Jaffee
                                   President and Chief Executive Officer

Date:  November 13, 2000

 4

                                  EXHIBIT INDEX

EXHIBIT
NUMBER     DESCRIPTION
- -------    -----------

99         Press Release, November 10, 2000

99.1       Second  Amendment to Salary  Continuation  Agreement  dated August 1,
           1989 between  Richard M. Jaffee and the  Registrant as amended by the
           Extension and Amendment dated October 9, 1998.

 5

                                                                     EXHIBIT 99

                        PRESS RELEASE, NOVEMBER 10, 2000

 6

              IMMEDIATE--                            Kelly McGrail 312/706-3281

                      OIL-DRI ANNOUNCES NEW ROLE FOR CHAIRMAN

   CHICAGO --  November  10, 2000  Oil-Dri  Corporation  of America (ODC - NYSE)
   announced  today  that  Richard  M.  Jaffee,  Chairman,  who will  turn 65 in
   January,  2001, will retire as an employee of the company effective  February
   1, 2001.  Mr.  Jaffee will remain  Chairman of the Board and will continue to
   provide counsel to the company on a consulting  basis  beginning  February 1,
   2001 and running to February 1, 2006.

   Mr. Jaffee began his career at Oil-Dri in 1958 when it was a  distributor  of
   industrial oil and grease  absorbents  with $1,000,000 in sales.  Today,  the
   company has sales of  $175,000,000,  serves a variety of diverse  markets and
   employs approximately 800 people worldwide.

   "We have an  outstanding  management  team led by Dan Jaffee,  President  and
   Chief  Executive  Officer.  I have complete  confidence  that this group will
   successfully lead Oil-Dri into the new century.  I look forward to continuing
   my service on the board of directors and working with the management  team on
   strategic issues."

   Oil-Dri is the  world's  largest  manufacturer  of cat  litters and a leading
   supplier  of  specialty   sorbent   products  for   industrial,   automotive,
   agricultural, sports field and fluids purification markets.

 7

                                                                   EXHIBIT 99.1

                    SECOND AMENDMENT TO SALARY CONTINUATION
                         AGREEMENT DATED AUGUST 1, 1989
                 BETWEEN RICHARD M. JAFFEE AND THE REGISTRANT
                           AS AMENDED BY THE EXTENSION
                      AND AMENDMENT DATED OCTOBER 9, 1998.

 8

                          SECOND AMENDMENT TO AGREEMENT

THIS  AMENDMENT  ("Amendment")  to the Agreement  dated as of August 1, 1989, as
amended  by the First  Amendment  dated  October  9, 1998 (the  "Agreement")  is
effective  the 31st day of  October,  2000,  ("Effective  Date") by and  between
Oil-Dri Corporation of America, a Delaware  corporation  ("Oil-Dri") and Richard
M. Jaffee ("Jaffee").

                             W I T N E S S E T H:

WHEREAS, the parties hereto are parties to the Agreement ; and

WHEREAS,  the parties hereto desire to amend the Agreement in the manner
hereinafter set forth;

NOW,  THEREFORE,  for  good  and  valuable  consideration,   including  Jaffee's
agreement  to eliminate  the  $300,000  payment  which the  Agreement  presently
provides is to be paid to him on his retirement,  the receipt and sufficiency of
which are hereby acknowledged, the parties hereto hereby agree to the following:

1.  INCORPORATION OF THE AGREEMENT.  All capitalized terms which are not defined
hereunder  shall have the same meanings as set forth in the  Agreement,  and the
Agreement,  to the extent not inconsistent with this Amendment,  is incorporated
herein by this  reference as though the same were set forth in its entirety.  To
the extent any terms and provisions of the Agreement are  inconsistent  with the
terms and provisions set forth below,  such terms and provisions shall be deemed
superceded hereby.  Except as specifically set forth herein, the Agreement shall
remain in full  force and  effect  and its  provisions  shall be  binding on the
parties hereto.

2.    AMENDMENT OF THE AGREEMENT.   The Agreement is hereby amended as
follows:

(A)   Section 1 is amended to delete "President and Chief Executive Officer" and
      instead insert "Chairman of the Board".

(B)   To reflect Jaffee's  agreement to relinquish,  effective October 31, 2000,
      the $300,000 which the Agreement  presently  provides is to be paid him by
      Oil-Dri on his  retirement  and to establish  the nature of his duties and
      compensation as a consultant during the period prior to his retirement and
      his benefits upon his scheduled

 9

      retirement on February 1, 2006, Section 5 is deleted and  replaced  with a
      new Section 5 which reads in its entirety as follows:

     (a) Jaffee shall cease full time employment as of January 31, 2001. At that
         time, his compensation  under Section 2 (a), above, shall terminate and
         commencing February 1, 2001, for a period of 5 years ending January 31,
         2006  (the  "Consulting  Period"),  he will  serve as a  consultant  to
         Oil-Dri.  As such, he shall perform all assignments given him from time
         to time by  Oil-Dri's  Board or  President.  He shall be  available  to
         perform consulting  services when and as needed, but, unless he agrees,
         he will not be  required  to  render  consulting  services  outside  of
         Chicago,  Illinois.  During the Consulting Period, he shall continue to
         serve as Chairman of the Board  unless he requests and the Board agrees
         that he may relinquish that role.

         During the Consulting  Period,  Oil-Dri shall pay Jaffee consulting fee
         at the annual rate of $185,000, payable bi-monthly. In addition, during
         the  Consulting  Period,  Jaffee  shall be provided  with an office and
         secretary  comparable  to the office and secretary  presently  provided
         him. During the Consulting Period,  both Jaffee and Jaffee's wife shall
         continue to be covered by Oil-Dri's health and major medical  insurance
         programs,  under  the  terms  of the  Oil-Dri  Corporation  of  America
         Employee  Benefit  Plan,  as amended,  at no cost to Jaffee;  provided,
         however,  that if, at any time during the  Consulting  Period  coverage
         cannot be  continued  for Jaffee or for Jaffee's  wife under  Oil-Dri's
         major  medical  insurance  programs  then  Oil-Dri  shall  purchase  an
         insurance  policy to secure  Medigap  coverage  (at a cost to it not to
         exceed $10,000,  with the beneficiary having the option to pay any cost
         over and above that amount);  or, if Oil-Dri is unable to secure such a
         policy or, while it is able to do so, the  beneficiary  declines to pay
         the excess cost,  then Oil-Dri  shall cover the  beneficiary's  medical
         expenses  to the same  extent as they  would  have been  covered  under
         Oil-Dri's  major  medical  insurance  up  to a  lifetime  aggregate  of
         $1,000,000.

     (b) Effective October 31, 2000,  neither Jaffee nor his wife nor his estate
         is any longer entitled to the $300,000 which Section 5 of the Agreement
         previously  provided  to be paid to him at his  retirement  or,  on his
         death, to his wife or his estate.

     (c) Jaffee  shall  receive a  supplemental  pension  benefit as detailed in
         Exhibit  1,  attached  hereto  and  made a part  hereof

 10

         ("Supplemental Benefit").  This Supplemental  Benefit will be earned
         over the five (5) year Consulting Period and will be payable to Jaffee
         beginning February 1, 2006.  If Jaffee  dies on or prior to January
         31,  2006,  or if his employment  before the Consulting Period is
         terminated by Oil-Dri other than as provided in Section 6, the Total
         Value (as hereinafter defined) of the Supplemental  Benefit (or if he
         dies after January 31, 2006, the Total  Residual  Value  (as
         hereinafter  defined)of  the  Supplemental Benefit) shall be
         immediately payable:

             (i) in the  event  of  Jaffee's  death,  to  Jaffee's  wife  and if
             Jaffee's  wife  predeceases  him,  then to the  Richard  M.  Jaffee
             Revocable  Trust under  agreement  dated June 21, 1974, as amended,
             or,  if that  Trust is not then in  existence,  to such  entity  as
             Jaffee  has  designated  to  replace  it and,  if  there is no such
             designation,  to his estate; if Jaffee's wife survives him but dies
             before all amounts due are paid,  Oil-Dri shall pay all amounts due
             or  remaining  unpaid  under this  Section 5 (b) as  Jaffee's  wife
             directs by written  instrument  delivered  to  Oil-Dri,  or, if she
             fails to so direct,  to the estate of Jaffee's  wife.  Such payment
             may, at Oil-Dri's  option, be made in a lump sum or in installments
             over a period of sixty (60)  months,  with  interest  at  Oil-Dri's
             borrowing rate.

             (ii)  in the event of Wrongful Termination, to Jaffee.

             Total Value shall mean the total amount of the Supplemental Benefit
             calculated as if Jaffee had completed  service  through January 31,
             2006,  and  retired  on that  date,  but  reflecting  an  actuarial
             reduction  on account of his earlier  death or  termination.  Total
             Residual  Value  shall  mean  the  total  remaining  amount  of the
             Supplemental Benefit calculated at Jaffee's death on the basis of a
             life annuity payable to his spouse for her life expectancy.

     (d) To the extent  any  payment  of  premiums  is  required,  Oil-Dri  will
         continue to pay any  premium  which may be required in order to keep in
         full force and effect the executive life insurance  policies  presently
         in effect for Jaffee.

     (e) In the event of total disability after February 1, 2006, payments under
         Section  5 (b) shall be in lieu of (and not in  addition  to) those for
         total disability provided under Section 4(b).

 11

     (f) In the event of termination of this Agreement for Jaffee's  intentional
         breach in accordance with Section 6, all of Jaffee's rights  hereunder,
         including,  without limitation, his wife's rights under this Agreement,
         shall terminate.

     (g) Jaffee  may,  at his  option,  terminate  this  Agreement  for  Oil-Dri
         material  breach of any of the terms,  provisions  or  agreements to be
         performed  by  Oil-Dri.  If he does so,  all  amounts  due or which may
         become  due  hereunder  (including,   without  limitation,  any  unpaid
         portions of the consulting  fee due him for the  Consulting  Period and
         any unpaid  portion of the  Supplemental  Benefit)  shall be and become
         immediately due and payable.

(C)   Sections 7, 8, 9 and 10 are amended so that references to "his employment"
      or "Jaffee's employment" are read to include the Consulting Period.

(D)   Section 19 is amended by removing  the period at the end of that  Section,
      and inserting a semi-colon followed by:

         provided,  however,  that Jaffee's rights to the  Supplemental  Benefit
         shall  survive the  expiration  of that term and continue in full force
         and effect until the Supplemental Benefit has been fully paid.

      IN WITNESS  WHEREOF,  the  undersigned  have  executed  this  Agreement on
October 31, 2000.

      OIL-DRI CORPORATION OF AMERICA            RICHARD M. JAFFEE

      By:
         -----------------------------          ----------------------------
                                                1418 North Lake Shore Drive
      Its:                                      Chicago, IL 60610
          ----------------------------