CONFORMED COPY

               SECURITIES AND EXCHANGE COMMISSION
                                
                     Washington, D. C. 20549
                                
                            FORM 10-Q
                                
           Quarterly Report Under Section 13 or 15(d)
             of the Securities Exchange Act of 1934
                                
  For the Quarter Ended October 31, 1996 Commission File Number
                             0-8675

                 OIL-DRI CORPORATION OF AMERICA
     (Exact name of registrant as specified in its charter)

                    DELAWARE                  36-2048898
      (State or other jurisdiction of       (I.R.S. Employer
       Incorporation or organization)        Identification No.)

            410 North Michigan Avenue
                 Chicago, Illinois                   60611
    (Address of principal executive offices)      (Zip Code)

Registrant's telephone number, including area code (312) 321-1515

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
and (2) has been subject to such filing requirements for at least
the past 90 days.

                       Yes    X        No

Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the close of the period covered by
this report.

Common Stock  - 5,193,150 Shares (Including 565,467 Treasury
Shares)
Class B Stock - 2,042,368 Shares

          OIL-DRI CORPORATION OF AMERICA & SUBSIDIARIES
          Consolidated Statements of Financial Position
                             ASSETS

                                    October 31     July 31
                                   (Unaudited)  
                                       1996         1996
CURRENT ASSETS                                  

Cash and Cash Equivalents          $ 8,233,211  $10,113,544
Investment Securities, at Cost     1,905,000    1,594,000
Accounts Receivable                23,311,456   20,666,623
Allowance for Doubtful Accounts    (278,487)    (225,970)
Inventories                        11,064,621   11,737,068
Prepaid Expenses and Taxes         4,602,200    4,325,061
             Total Current Assets  48,838,001   48,210,326

                                        
                                                
PROPERTY, PLANT AND EQUIPMENT - AT COST         

Cost                               114,437,608  112,943,046
Less Accumulated Depreciation and               
  Amortization                      56,625,627   54,730,624
            Total Property, Plant               
               and Equipment, Net   57,811,981   58,212,422

                                                
OTHER ASSETS                                    
                                                
Goodwill(Net of Accumulated                     
                                          
  Amortization)                    4,139,511    4,172,526
Deferred Income Taxes              2,264,291    2,264,291
Other                              4,880,428    4,833,303
                Total Other        11,284,230   11,270,120
Assets
TOTAL ASSETS                       $117,934,212 $117,692,868

          OIL-DRI CORPORATION OF AMERICA & SUBSIDIARIES
          Consolidated Statements of Financial Position
               LIABILITIES & STOCKHOLDERS' EQUITY

                                    October 31     July 31
                                   (Unaudited)  
                                       1996         1996
CURRENT LIABILITIES                             
                                          
Current Maturities of Notes        $  1,626,762 $  1,626,762
Payable
Accounts Payable - Trade           5,078,266    5,338,787
Dividends Payable                  492,756      519,610
Accrued Expenses                   10,004,748   10,326,518
        Total Current Liabilities  17,202,532   17,811,677

                                                
NONCURRENT LIABILITIES                          
                                          
Notes Payable                      18,978,000   18,978,000
Deferred Compensation              2,297,943    2,253,313
Other                              1,541,724    1,420,382
     Total Noncurrent Liabilities  22,817,667   22,651,695
                                                
          Total Liabilities        40,020,199   40,463,372

                                                
STOCKHOLDERS' EQUITY                            
                                          
Common Stock                       723,552      723,552
Paid-In Capital in Excess of Par   7,664,006    7,660,600
Value
Retained Earnings                  78,823,061   77,385,514
Cumulative Translation Adjustment  (940,247)    (1,018,416)
                                   86,270,372   84,751,250
Less Treasury Stock, At Cost       8,356,359    7,521,754
          Total Stockholders'      77,914,013   77,229,496
Equity
TOTAL LIABILITIES & STOCKHOLDERS'  $117,934,212 $117,692,868
                           EQUITY

           OIL-DRI CORPORATION OF AMERICA & SUBSIDIARIES
     Consolidated Statements of Income and Retained Earnings
                  Three Months Ended October 31

                                             1996        1995
                                          (Unaudited) (Unaudited)            
                                                
Net Sales                                 $40,525,138 $39,307,934
Cost Of Sales                             28,233,253  27,648,886
Gross Profit                              12,291,885  11,659,048
Selling, General And Administrative         
Expenses                                  9,210,274   9,312,281
Operating Income                          3,081,411   2,346,767
                                                      
OTHER INCOME (EXPENSE)                                
  Interest Expense                        (467,195)   (490,161)
  Interest Income                         150,576     152,594
  Foreign Exchange Loss                   (304)       (3,593)
  Other, Net                                          
                                          (63,478)    (54,426)
                                          (380,401)   (395,586)
                                                      
Income Before Income Taxes                2,701,010   1,951,181
Income Taxes                              770,707     538,293
Net Income                                1,930,303   1,412,888
                                                      
RETAINED EARNINGS                                     
  Balance at Beginning of Year            77,385,514  76,033,462
  Less: Cash Dividends Declared           492,756     517,464
                                                      
Retained Earnings - October 31            $78,823,061 $76,928,886
Average Shares Outstanding                $6,720,704  $6,840,079
Net Income Per Share                      $0.29       $0.21

                                                      

          OIL-DRI CORPORATION OF AMERICA & SUBSIDIARIES
              Consolidated Statements of Cash Flows
        For the Three Months Ended October 31 (Unaudited)

                                                          1996        1995
                                                        Unaudited   Unaudited
CASH FLOWS FROM OPERATING ACTIVITIES                               

Net Income                                             $1,930,303  $1,412,888
                                                                   
Adjustments to Reconcile Net Income to Net Cash                    
  Provided by Operating Activities:
  Depreciation and Amortization                        1,927,452   2,019,766
  Provision for bad debts                              75,000      28,735
  (Increase) Decrease in:                                          
     Accounts Receivable                               (2,667,316) (2,468,662)
     Inventories                                       672,447     (1,016,138)
     Prepaid Expenses and Taxes                        (282,843)   71,742
     Other Assets                                      (48,058)    (91,996)
  Increase (Decrease) in:                                          
     Accounts Payable                                  (970,394)   160,589
     Accrued Expenses                                  381,585     (104,528)
     Other                                             121,341     168,042
     Deferred Compensation                             44,630      76,235
       Total Adjustments                               (746,156)   (1,156,215)
          Net Cash Provided by Operating Activities    1,184,147   256,673
                                                                   
CASH FLOWS FROM INVESTING ACTIVITIES                               
                                                                   
  Capital Expenditures                                 (1,503,092) (863,670)
  Purchases of Investment Securities                   (311,000)   -
  Dispositions of Investment Securities                -           914,428
  Other                                                21,583      -
          Net Cash Provided by (Used in) Investing     (1,792,509) 50,758
                                        Activities
                                                                   
CASH FLOWS FROM FINANCING ACTIVITIES                               
  Proceeds from Short Term Borrowings                  -           257,380
  Dividends Paid                                       (511,469)   (519,286)
  Purchases of Treasury Stock                          (834,605)   (1,370,034)
  Other                                                74,103      (23,757)
          Net Cash Used In Financing Activities        (1,271,971) (1,655,697)
                                                                   
Net Decrease in Cash and Cash Equivalents              (1,880,333) (1,348,266)
Cash and Cash Equivalents, Beginning of Year           10,113,544  8,829,667
Cash and Cash Equivalents, October 31                  $ 8,233,211 $7,481,401

MANAGEMENT DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

THREE MONTHS ENDED OCTOBER 31, 1996 COMPARED TO THREE
MONTHS ENDED OCTOBER 31, 1995

RESULTS OF OPERATIONS

Consolidated net sales for the three months ended October 31,
1996 were $40,525,000, an increase of $1,217,000, or 3.0%, over
net sales of $39,308,000 in the first quarter of fiscal 1996.
Net income for the three months ended October 31, 1996 was
$1,930,000 or $0.29 per share, an increase of 36.6% from
$1,413,000, or $0.21 per share, earned in the prior year's
quarter.

Net sales of cat box absorbents increased $1,164,000 or 4.9% from
fiscal 1996 first quarter results even though sales to Sam's Club
were down approximately $2,000,000 in the current quarter
compared to the same quarter of the prior fiscal year.  The
growth resulted from increased sales of branded and private label
products in both the grocery and mass merchandiser markets.  Net
sales of agricultural and fluids purification products increased
$1,349,000, or 17.2%, from the comparable period in fiscal 1996.
The higher sales resulted from increased demand for AGSORB
carriers as well as PURE-FLO Supreme and ULTRA-CLEAR fluids
purification products.  Net sales of industrial and environmental
sorbents decreased $617,000, or 13.2%, from prior year first
quarter levels.  The decrease resulted from lower net sales of
industrial clay absorbents ($459,000) and non-clay sorbents
($158,000).  The lower sales are the result of increased
competition in the industrial markets in which the Company
participates and open positions in the sales force responsible
for these products.  Net sales of transportation services
decreased $421,000 or 17.1% from the first quarter of fiscal
1996.

Consolidated gross profit as a percentage of net sales for the
three months ended October 31, 1996 increased to 30.3% from 29.7%
in the comparable period of fiscal 1996.  Changes in sales mix
and a Company-wide effort to reduce costs contributed to this
increase.

Operating expenses as a percentage of net sales decreased to
22.7% in the first quarter of fiscal 1997 from 23.7% in the same
quarter of fiscal 1996.  This decrease is primarily due to lower
advertising and promotion costs for the new consumer products
introduced during the first quarter of last year.

Interest expense decreased $23,000 while interest income was
flat.

The Company's effective tax rate was 28.5% of pre-tax income in
the first quarter of 1997 as compared to 27.6% for the first
quarter of fiscal 1996.

Total assets of the Company increased $241,000 during the first
quarter of fiscal 1997.  Current assets increased $628,000, or
1.3%, from fiscal 1996 year end balances primarily due to
increased accounts receivable, partially offset by lower
inventory and cash and cash equivalents levels.  Property, plant
and equipment, net of accumulated depreciation, decreased
$400,000 during the quarter.

Total liabilities in the three months ended October 31, 1996
decreased $443,000.  Current liabilities decreased $609,000 or
3.4% from July 31, 1996 balances while noncurrent liabilities
increased $166,000 or 0.7%.

EXPECTATIONS

The Company anticipates continued moderate sales growth for the
remainder of fiscal 1997.  Sales of branded cat box absorbents
are expected to increase as new product introductions gain
incremental distribution in the grocery and mass merchandiser
markets.  However, this overall sales growth is subject to
continuing competition for shelf space in the grocery, mass
merchandiser and club markets.  The Company expects the
profitability of these products to favorably impact earnings as
spending on advertising and promotion returns to more normal
levels throughout the remainder of fiscal 1997.  Crop prices and
export demand indicate that the market for the Company's
agricultural products should remain strong in the foreseeable
future.

The foregoing statements under this heading are "forward-looking
statements" within the meaning of that term in the Securities
Exchange Act of 1934, as amended.  Actual results may be lower
than those reflected in these forward-looking statements, due
primarily to:  continued vigorous competition in the grocery,
mass merchandiser and club markets; the level of success of new
products; and the cost of new product introductions and
promotions in the consumer market.  The forward-looking
statements also involve the risk of changes in market conditions
in the overall economy and, for the agricultural division, in
planting activity and overall agricultural demand, including
export demand.

LIQUIDITY AND CAPITAL RESOURCES

The current ratio increased to 2.8 at October 31, 1996 compared
to 2.7 at July 31, 1996.  Working capital increased $1,237,000 in
the three months ended October 31, 1996 to $31,635,000.  Cash
provided by operations continues to be the Company's primary
source of funds to finance operating needs and capital
expenditures.  During the quarter the balances of cash, cash
equivalents and other investments declined $1,569,000 due to
capital expenditures ($1,503,000), purchases of the Company's
Common Stock ($835,000) and dividends paid ($511,000).  Total
cash and investment balances held by the Company's foreign
subsidiaries at October 31, 1996 and 1995 were $2,885,000 and
$2,348,000, respectively.

FOREIGN OPERATIONS

Net sales by the Company's foreign subsidiaries for the three
months ended October 31, 1996 were $3,001,000 or 7.4% of sales.
This represents an increase of $93,000, or 3.2%, from the first
quarter of fiscal 1996 in which foreign subsidiary sales were
$2,908,000, also 7.4% of sales.  Net income of the foreign
subsidiaries for the first quarter of fiscal 1997 was $145,000
compared with $143,000 in the first quarter of fiscal 1996.
Identifiable assets of the Company's foreign subsidiaries as of
October 31, 1996 were $9,833,000 an increase of $658,000 from
$9,175,000 as of October 31, 1995.

Part II - Other Information

Item 5.     (a)    Exhibits:  The following document is an
                   exhibit to this report.
                   Exhibit - 11 - Statement Re: Computation of Per Share
                   Earnings.

            (b)    During the quarter for which this report is
                   filed, no reports on Form 8-K were filed.

  
  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 thereunto duly authorized.
 
  OIL-DRI CORPORATION OF AMERICA
    (Registrant)

  BY /s/MICHAEL L. GOLDBERG
     Michael L. Goldberg
     Vice President, Chief Financial Officer

  BY /s/DANIEL S. JAFFEE
     Daniel S. Jaffee
     President and Chief Operating Officer

  
  Dated:   December 12, 1996

  

                                              Exhibit 11

                         OIL-DRI CORPORATION OF AMERICA
                     Computation of Weighted Average Number
                              of Shares Outstanding

                                                                  Average
                                                                  Shares-
                                                                  (Weighted
                                  Number  Number of               Shares)Number
                                  of      Shares       Weighted   of Days
 Quarter End         Period       Days    Outstanding  Shares     As Adjusted
                                   
October 31,    08/01/96 to           55   6,736,451  370,504,805            
1996           09/24/96                                     
               09/25/96 to            1   6,733,951  6,733,951            
               09/25/96
               09/26/96 to            1   6,717,551  6,717,551            
               09/26/96
               09/27/96 to            3   6,710,451  20,131,353            
               09/29/96                                      
               09/30/96 to            1   6,708,451  6,708,451            
               09/30/96
               10/01/96 to            1   6,705,251  6,705,251            
               10/01/96
               10/02/96 to            1   6,702,251  6,702,251            
               10/02/96
               10/03/96 to           12   6,701,751  80,421,012            
               10/14/96                                      
               10/15/96 to            1   6,698,451  6,698,451            
               10/15/96
               10/16/96 to            1   6,695,751  6,695,751            
               10/16/96
               10/17/96 to            1   6,690,251  6,690,251            
               10/17/96
               10/18/96 to           11   6,678,051  73,458,561            
               10/28/96                                      
               10/29/96 to            3   6,670,051  20,010,153            
               10/31/96                                      
                                                           
                                     92              618,177,7   6,719,324
                                                            92
                                                                          
Assuming exercise of options reduced by the number of shares              
which could have been purchased with the proceeds from
exercise of such options.
                                                                     
                                                                     1,380
                                                                 
                                                                 6,720,704

                                   
October 31,    08/01/95 to            8   6,901,322  55,210,576          
1995           08/08/95                                      
               08/09/95 to           63   6,841,322  431,003,286            
               10/10/95                                     
               10/11/95 to            1   6,814,922  6,814,922            
               10/11/95
               10/12/95 to           20   6,812,922  136,258,440            
               10/31/95                                     
                                                           
                                     92              629,287,224 6,840,079
                                                                          
Assuming exercise of options reduced by the number of shares              
which could have been purchased with the proceeds from
exercise of such options.
                                                                         
                                                                         0
                                                                 
                                                                 6,840,079

  

 5

                   3-MOS
                          JUL-31-1997
                               OCT-31-1996
                                       8,233,211
                                 1,905,000
                               23,311,456
                                   278,487
                                 11,064,621
                            48,838,001
                                     114,437,608
                            (56,625,627)
                             117,934,212
                       17,202,532
                                     18,978,000
                                0
                                          0
                                       723,552
                                  77,914,013
               117,934,212
                                     40,525,138
                            40,525,138
                                       28,233,253
                               28,233,253
                             9,048,680
                                75,000
                             467,195
                              2,701,010
                                   770,707
                          1,930,303
                                       0
                                      0
                                            0
                                 1,930,303
                                     0.29
                                     0.29