SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 SCHEDULE 13D/A

                    Under the Securities Exchange Act of 1934

                                 Amendment No. 4

                         OIL-DRI CORPORATION OF AMERICA
                                (Name of Issuer)

                                  COMMON STOCK
                                and CLASS B STOCK
                     (IMMEDIATELY CONVERTIBLE INTO COMMON)
                         (Title of Class of Securities)

                                   677864 10 0
                                ----------------
                                 (CUSIP Number)

        MARYON GRAY, 410 N. MICHIGAN AVE., STE. 400, CHICAGO, IL 60611
                                 312-706-3245
                                 ------------
                (Name, Address and Telephone Number of Persons
               Authorized to Receive Notices and Communications)

                                OCTOBER 15, 2004
                          (Date of Event which Requires
                            Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Previous filing on Schedule 13G pursuant to Rule 13d-1(c).

Check the following box if a fee is being paid with this statement [ ].

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act.

                  (Continued on following page(s))

- ------------------------------------------------------------
 1   NAMES OF REPORTING PERSONS,
     S.S. OR I.R.S. IDENTIFICATION NO.
           Jaffee Investment Partnership, L.P.
     36-4199570
- ------------------------------------------------------------
 2   CHECK THE APPROPRIATE BOX                 (a) [ ]
     IF A MEMBER OF A GROUP                    (b) [X]
- ------------------------------------------------------------
 3   SEC USE ONLY
- ------------------------------------------------------------
 4   SOURCE OF FUNDS
- ------------------------------------------------------------
 5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
     IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     [ ]
- ------------------------------------------------------------
 6   CITIZENSHIP OR PLACE OF ORGANIZATION
     Delaware, United States
- ------------------------------------------------------------
               7  SOLE VOTING POWER
  NUMBER OF        1,000,000 Class B Shares
   SHARES
              ----------------------------------------------
BENEFICIALLY   8  SHARED VOTING POWER
  OWNED BY
    EACH
  REPORTING
 PERSON WITH  ----------------------------------------------
               9  SOLE DISPOSITIVE POWER
                   1,000,000 Class B Shares
              ----------------------------------------------
              10  SHARED DISPOSITIVE POWER
- ------------------------------------------------------------
 11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
     PERSON  1,000,000 Class B Shares
- ------------------------------------------------------------
 12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
     EXCLUDES CERTAIN SHARES                       [ ]
- ------------------------------------------------------------
 13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11).
           68.9% of the Class B Shares and 0% of the
           Common Shares, together representing 53.9% of the
           voting power of Issuer's outstanding stock at
           September 30, 2004. If beneficially owned Class B
           Shares were converted to Common Shares, total
           ownership would represent 19.8% of the Common
           Shares outstanding at September 30, 2004.
- ------------------------------------------------------------
 14  TYPE OF REPORTING PERSON
           PN
- ------------------------------------------------------------

- ------------------------------------------------------------
 1   NAMES OF REPORTING PERSONS,
     S.S. OR I.R.S. IDENTIFICATION NO.
           Richard M. Jaffee   ###-##-####
- ------------------------------------------------------------
 2   CHECK THE APPROPRIATE BOX                  (a) [ ]
     IF A MEMBER OF A GROUP                     (b) [X]
- ------------------------------------------------------------
 3   SEC USE ONLY
- ------------------------------------------------------------
 4   SOURCE OF FUNDS
- ------------------------------------------------------------
 5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
     IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)      [ ]
- ------------------------------------------------------------
 6   CITIZENSHIP OR PLACE OF ORGANIZATION     United States
- ------------------------------------------------------------
                 7  SOLE VOTING POWER
   NUMBER OF         231,181 Class B Shares
    SHARES      --------------------------------------------
 BENEFICIALLY    8  SHARED VOTING POWER
 OWNED BY EACH        93,380 Class B Shares
   REPORTING
  PERSON WITH   --------------------------------------------
                 9  SOLE DISPOSITIVE POWER
                     231,181 Class B Shares

                --------------------------------------------
                10  SHARED DISPOSITIVE POWER
                         100 Class B Shares
- ------------------------------------------------------------
 11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
     PERSON          324,561 Class B Shares
- ------------------------------------------------------------
 12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
     EXCLUDES CERTAIN SHARES                        [X]
- ------------------------------------------------------------
 13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11).
           22.4% of the Class B Shares and 0% of the
           Common Shares, together representing 17.5% of the
           voting power of Issuer's outstanding stock at
           September 30, 2004.  If beneficially owned Class
           B Shares were converted to Common Shares, total
           ownership would represent 7.4% of the Common
           Shares outstanding at September 30, 2004.
- ------------------------------------------------------------
 14  TYPE OF REPORTING PERSON
           IN
- ------------------------------------------------------------

- ------------------------------------------------------------
 1   NAMES OF REPORTING PERSONS,
     S.S. OR I.R.S. IDENTIFICATION NO.
           Shirley H. Jaffee   ###-##-####
- ------------------------------------------------------------
 2   CHECK THE APPROPRIATE BOX                  (a) [ ]
     IF A MEMBER OF A GROUP                     (b) [X]
- ------------------------------------------------------------
 3   SEC USE ONLY
- ------------------------------------------------------------
 4   SOURCE OF FUNDS
- ------------------------------------------------------------
 5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
     IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)      [ ]
- ------------------------------------------------------------
 6   CITIZENSHIP OR PLACE OF ORGANIZATION     United States
- ------------------------------------------------------------
               7  SOLE VOTING POWER
  NUMBER OF         93,280 Class B Shares
   SHARES     ----------------------------------------------
BENEFICIALLY   8  SHARED VOTING POWER
  OWNED BY             100 Class B Shares
    EACH      ----------------------------------------------
 REPORTING     9  SOLE DISPOSITIVE POWER
PERSON WITH         93,280 Class B Shares
              ----------------------------------------------
              10  SHARED DISPOSITIVE POWER
                       100 Class B. Shares
- ------------------------------------------------------------
 11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
     PERSON         93,380 Class B Shares
- ------------------------------------------------------------
 12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
     EXCLUDES CERTAIN SHARES                        [X]
- ------------------------------------------------------------
 13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11).
           6.4% of the Class B Shares and 0% of the Common
           Shares, together representing 5.0% of the voting
           power of Issuer's outstanding stock at September
           30, 2004.  If beneficially owned Class B Shares
           were converted to Common Shares, total ownership
           would represent 2.2% of the Common Shares
           outstanding at September 30, 2004.
- ------------------------------------------------------------
 14  TYPE OF REPORTING PERSON
           IN
- ------------------------------------------------------------

- ------------------------------------------------------------
 1   NAMES OF REPORTING PERSONS,
     S.S. OR I.R.S. IDENTIFICATION NO.
           Susan Jaffee Hardin   ###-##-####
- ------------------------------------------------------------
 2   CHECK THE APPROPRIATE BOX                  (a) [ ]
     IF A MEMBER OF A GROUP                     (b) [X]
- ------------------------------------------------------------
 3   SEC USE ONLY
- ------------------------------------------------------------
 4   SOURCE OF FUNDS
- ------------------------------------------------------------
 5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
     IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)      [ ]
- ------------------------------------------------------------
 6   CITIZENSHIP OR PLACE OF ORGANIZATION     United States
- ------------------------------------------------------------
                7  SOLE VOTING POWER
  NUMBER OF         30,062 Class B Shares
    SHARES     ---------------------------------------------
 BENEFICIALLY   8  SHARED VOTING POWER
OWNED BY EACH       11,093 Class B Shares
  REPORTING         38,153 Common Shares
 PERSON WITH   ---------------------------------------------
                9  SOLE DISPOSITIVE POWER
                    30,062 Class B Shares
               ---------------------------------------------
               10  SHARED DISPOSITIVE POWER
                        100 Common Shares
- ------------------------------------------------------------
 11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
     PERSON         41,155 Class B Shares
                     38,153 Common Shares
- ------------------------------------------------------------
 12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
     EXCLUDES CERTAIN SHARES                        [X]
- ------------------------------------------------------------
 13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11).
           2.8% of the Class B Shares and 0.9% of the
           Common Shares, together representing 2.4% of the
           voting power of Issuer's outstanding stock at
           September 30, 2004.  If beneficially owned Class
           B Shares were converted to Common Shares, total
           ownership would represent 1.9% of the Common
           Shares outstanding at September 30, 2004.
- ------------------------------------------------------------
 14  TYPE OF REPORTING PERSON
           IN
- ------------------------------------------------------------

- ------------------------------------------------------------
 1   NAMES OF REPORTING PERSONS,
     S.S. OR I.R.S. IDENTIFICATION NO.
           Karen Jaffee Cofsky   ###-##-####
- ------------------------------------------------------------
 2   CHECK THE APPROPRIATE BOX                  (a) [ ]
     IF A MEMBER OF A GROUP                     (b) [X]
- ------------------------------------------------------------
 3   SEC USE ONLY
- ------------------------------------------------------------
 4   SOURCE OF FUNDS
- ------------------------------------------------------------
 5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
     IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)      [ ]
- ------------------------------------------------------------
 6   CITIZENSHIP OR PLACE OF ORGANIZATION     United States
- ------------------------------------------------------------
               7  SOLE VOTING POWER
  NUMBER OF        36,616 Class B Shares
   SHARES              59 Common Shares
BENEFICIALLY  ----------------------------------------------
  OWNED BY     8  SHARED VOTING POWER
    EACH           65,301 Class B Shares
  REPORTING           410 Common Shares
 PERSON WITH  ----------------------------------------------
               9  SOLE DISPOSITIVE POWER
                   36,616 Class B Shares
                       59 Common Shares
              ----------------------------------------------
              10  SHARED DISPOSITIVE POWER
                      301 Class B Shares
- ------------------------------------------------------------
 11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
     PERSON       101,917 Class B Shares
                      469 Common Shares
- ------------------------------------------------------------
 12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
     EXCLUDES CERTAIN SHARES                        [X]
- ------------------------------------------------------------
 13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11).
           6.7% of the Class B Shares and 0% of the Common
           Shares, together representing 5.3% of the voting
           power of Issuer's outstanding stock at September
           30, 2004.  If beneficially owned Class B Shares
           were converted to Common Shares, total ownership
           would represent 2.5% of the Common Shares
           outstanding at September 30, 2004.
- ------------------------------------------------------------
 14  TYPE OF REPORTING PERSON
           IN
- ------------------------------------------------------------

- ------------------------------------------------------------
 1   NAMES OF REPORTING PERSONS,
     S.S. OR I.R.S. IDENTIFICATION NO.
           Nancy E. Jaffee   ###-##-####
- ------------------------------------------------------------
 2   CHECK THE APPROPRIATE BOX                  (a) [ ]
     IF A MEMBER OF A GROUP                     (b) [X]
- ------------------------------------------------------------
 3   SEC USE ONLY
- ------------------------------------------------------------
 4   SOURCE OF FUNDS
- ------------------------------------------------------------
 5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
     IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)      [ ]
- ------------------------------------------------------------
 6   CITIZENSHIP OR PLACE OF ORGANIZATION     United States
- ------------------------------------------------------------
                7  SOLE VOTING POWER
  NUMBER OF         28,931 Class B Shares
    SHARES               4 Common Shares
 BENEFICIALLY  ---------------------------------------------
OWNED BY EACH   8  SHARED VOTING POWER
  REPORTING            100 Class B Shares
 PERSON WITH   ---------------------------------------------
                9  SOLE DISPOSITIVE POWER
                    28,031 Class B Shares
                         4 Common Shares
               ---------------------------------------------
               10  SHARED DISPOSITIVE POWER
                       100 Class B Shares
- ------------------------------------------------------------
 11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
     PERSON         29,031 Class B Shares
                         4 Common Shares
- ------------------------------------------------------------
 12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
     EXCLUDES CERTAIN SHARES                        [X]
- ------------------------------------------------------------
 13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11).
           2.0% of the Class B Shares and 0.0% of the
           Common Shares, together representing 1.6% of the
           voting power of Issuer's outstanding stock at
           September 30, 2004.  If beneficially owned Class
           B Shares were converted to Common Shares, total
           ownership would represent 0.7% of the Common
           Shares outstanding at September 30, 2004.
- ------------------------------------------------------------
 14  TYPE OF REPORTING PERSON
           IN
- ------------------------------------------------------------

- ------------------------------------------------------------
 1   NAMES OF REPORTING PERSONS,
     S.S. OR I.R.S. IDENTIFICATION NO.
           Daniel S. Jaffee   ###-##-####
- ------------------------------------------------------------
 2   CHECK THE APPROPRIATE BOX                  (a) [ ]
     IF A MEMBER OF A GROUP                     (b) [X]
- ------------------------------------------------------------
 3   SEC USE ONLY
- ------------------------------------------------------------
 4   SOURCE OF FUNDS
- ------------------------------------------------------------
 5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
     IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)      [ ]
- ------------------------------------------------------------
 6   CITIZENSHIP OR PLACE OF ORGANIZATION     United States
- ------------------------------------------------------------
                7  SOLE VOTING POWER
  NUMBER OF         231,953 Class B Shares
    SHARES            4,900 Common Shares
 BENEFICIALLY  ---------------------------------------------
OWNED BY EACH   8  SHARED VOTING POWER
  REPORTING           4,352 Class B Shares
 PERSON WITH            666 Common Shares
               ---------------------------------------------
                9  SOLE DISPOSITIVE POWER
                    231,953 Class B Shares
                      4,900 Common Shares
               ---------------------------------------------
               10  SHARED DISPOSITIVE POWER
                        100 Class B Shares
- ------------------------------------------------------------
 11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
     PERSON         236,305 Class B Shares
                      5,566 Common Shares
- ------------------------------------------------------------
 12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
     EXCLUDES CERTAIN SHARES                        [X]
- ------------------------------------------------------------
 13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11).
           14.3% of the Class B Shares and .1% of the
           Common Shares, together representing 11.5% of the
           voting power of Issuer'outstanding stock at
           September 30, 2004. If beneficially owned Class B
           Shares were converted to Common Shares, total
           ownership would represent 5.6% of the Common
           Shares outstanding at September 30, 2004.
- ------------------------------------------------------------
 14  TYPE OF REPORTING PERSON
           IN
- ------------------------------------------------------------

ITEM 1.    SECURITY AND ISSUER

           This statement relates to the Common Stock, par value $.10 per share
(and the Class B Stock, par value $.10 per share immediately convertible into
Common Stock) of Oil-Dri Corporation of America, a Delaware corporation
("Oil-Dri"). Oil-Dri's principal executive offices are located at 410 North
Michigan Avenue, Suite 400, Chicago, Illinois 60611.

ITEM 2.    IDENTITY AND BACKGROUND

                (a)  Name: Jaffee Investment Partnership, L.P. State of
                     Organization: Delaware Principal Business: Investment
                     Address of Principal Business:
                         Oil-Dri Corporation of America
                         410 North Michigan Avenue
                         Suite 400
                         Chicago, Illinois 60611
                (d)  No
                (e)  No

                                    * * * * *

                (a)  Richard M. Jaffee
                (b)  Oil-Dri Corporation of America
                     410 North Michigan Avenue
                     Suite 400
                     Chicago, Illinois 60611
                (c)  Chairman of the Board
                     Oil-Dri Corporation of America
                     410 North Michigan Avenue
                     Suite 400
                     Chicago, Illinois 60611
                (d)  No
                (e)  No
                (f)  United States

                                    * * * * *

                (a)  Shirley H. Jaffee
                (b)  Oil-Dri Corporation of America
                     410 North Michigan Avenue
                     Suite 400
                     Chicago, Illinois 60611
                (c)  None
                (d)  No
                (e)  No
                (f)  United States

                                    * * * * *

                (a)  Susan Jaffee Hardin
                (b)  Oil-Dri Corporation of America
                     410 North Michigan Avenue
                     Suite 400
                     Chicago, Illinois 60611
                (c)  None
                (d)  No
                (e)  No
                (f)  United States
                                    * * * * *
                (a)  Karen Jaffee Cofsky
                (b)  Oil-Dri Corporation of America
                     410 North Michigan Avenue
                     Suite 400
                     Chicago, Illinois 60611
                (c)  Vice President of Human Resources
                     Oil-Dri Corporation of America
                     410 North Michigan Avenue
                     Suite 400
                     Chicago, Illinois  60611
                (d)  No
                (e)  No
                (f)  United States
                                    * * * * *
                (a)  Nancy E. Jaffee
                (b)  Oil-Dri Corporation of America
                     410 North Michigan Avenue
                     Suite 400
                     Chicago, Illinois 60611
                (c)  None
                (d)  No
                (e)  No
                (f)  United States
                                    * * * * *
                (a)  Daniel S. Jaffee
                (b)  Oil-Dri Corporation of America
                     410 North Michigan Avenue
                     Suite 400
                     Chicago, Illinois 60611
                (c)  President and CEO
                     Oil-Dri Corporation of America
                     410 North Michigan Avenue
                     Suite 400
                     Chicago, Illinois  60611
                (d)  No
                (e)  No
                (f)  United States

ITEM 3.    SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

                No purchase of securities of Oil-Dri Corporation of America
           ("Oil-Dri") was involved in the transaction which necessitated the
           filing of this Amendment No. 4 to Schedule 13D.

ITEM 4.    PURPOSE OF TRANSACTION

                The purpose of the transaction initially requiring filing of
           this Schedule 13D (on January 21, 1998) was to form the Jaffee
           Investment Partnership, L.P., for estate planning purposes. This 13D
           was last previously amended by Amendment No. 3, filed on June 14,
           2004.

                This Schedule 13D, since its initial filing, has also reported
           on the individual ownership of the partners of the Jaffee Investment
           Partnership, including Daniel S. Jaffee. The transaction which
           requires the filing of this Amendment No. 4 is the entry by Daniel S.
           Jaffee into a contract, which is intended to satisfy the requirements
           of Securities and Exchange Commission Rule 10b5-1, for exercise of
           employee stock options and sale of the shares of Oil-Dri stock
           resulting from such exercise ("Rule 10b5-1 Sales Plan" or "Plan").
           The possible sale period under Mr. Jaffee's Plan ends September 30,
           2005. In addition, this Amendment No. 4 reports a decrease in Mr.
           Jaffee's ownership of Common Stock by 42,500 shares between August 16
           and August 29, 2004 because of the expiration of employee stock
           options to purchase such stock while the option exercise price was
           greater than the market price of the Common Stock. This expiration of
           employee stock options resulted in a reduction from 6.6% to 5.6% in
           Mr. Jaffee's beneficial ownership of Oil-Dri's outstanding Common
           Stock (based on assumed exercise of all of his vested employee stock
           options and conversion of all of his Class B Stock to Common Stock).

                Thomas F. Cofsky has also entered into a Rule 10b5-1 Sales Plan
           for exercise of employee stock options and sale of the shares of
           Oil-Dri securities resulting from such exercise. Mr. Cofsky's spouse,
           Karen Jaffee Cofsky, a Reporting Person hereunder, shares with him
           beneficial ownership of shares covered by the Plan. Mr. Cofsky's Plan
           was disclosed in and attached as an Exhibit to Amendment No. 3 of
           this 13D.

                Except as indicated above, no person named in Item 2 has any
           present plans or proposals which relate to or would result in the
           acquisition by any person of securities of Oil-Dri or the
           dispositions of securities of Oil-Dri. No person named in Item 2 has
           any present plans or proposals which relate to or would result in (i)
           any extraordinary corporate transaction of Oil-Dri or its
           subsidiaries, (ii) a sale or transfer of a material amount of assets
           of Oil-Dri or its subsidiaries, (iii) any change in the board of
           directors or management of Oil-Dri, (iv) any material change in
           Oil-Dri's present capitalization, dividend policy, business or
           corporate structure, (v) any change to Oil-Dri's charter or bylaws or
           other actions that may impede the acquisition of control of Oil-Dri
           by any person, (vi) causing Oil-Dri Common Stock to cease to be
           listed on the New York Stock Exchange, or to become eligible for
           termination of registration pursuant to Section 12(g)(4) under the
           Securities Exchange Act of 1934, or (vii) any action similar to those
           enumerated above.

ITEM 5.    INTEREST IN SECURITIES OF THE ISSUER

           (a) Aggregate Number and Percentage of Class Beneficially owned

                The aggregate number and percentage of Class B shares
           (outstanding at September 30, 2004) beneficially owned by each person
           named in Item 2 and the aggregate number and percentage of Common
           Shares (outstanding at September 30, 2004) beneficially owned by each
           such person is shown below. In addition the percentage of Common
           Shares which would be beneficially owned by each such person, if his
           or her Class B shares were converted to Common Shares, is also shown.

                The percentage of total voting power of all shares beneficially
           owned by each person is also shown. Note that Class B shares are
           entitled to 10 votes per share.

 ==============================================================================
 Name        # of                      % of   # of                   % of
             Class B   Detail of       Class  Common Detail of       Common
 % of        Shares    Class B         B      Shares Common Share    Shares
 Voting                Share Ownership Shares        Ownership
 Power                                                               % of
                                                                     Common
                                                                     Shares
                                                                     if Class
                                                                     B
                                                                     Shares
                                                                     Owned
                                                                     Converted
                                                                     to Common
 ------------------------------------------------------------------------------
 Jaffee      1,000,000                  68.9%      0                        0%
 Investment
 Partnership,                                                            19.8%
 LP

 Voting
 Power
    53.9%
 ------------------------------------------------------------------------------
 Richard M.    324,561 231,181 shares   22.4%      0                        0%
 Jaffee                held by
                       Richard M.
 Voting                Jaffee as                                          7.4%
 Power                 Trustee under
 17.5%                 the Richard M.
                       Jaffee
                       Revocable
                       Trust of
                       6/21/74.

                       100 shares
                       held in joint
                       tenancy with
                       spouse.

                       93,280 shares
                       held by
                       spouse,
                       Shirley H.
                       Jaffee, as
                       trustee under
                       the Shirley H.
                       Jaffee
                       Declaration of
                       Trust of
                       7/12/93.
                       Mrs. Jaffee
                       has voted
                       these shares
                       consistent
                       with Mr.
                       Jaffee's
                       voting.
 ==============================================================================

 ==============================================================================
 Shirley H.     93,380 93,280 shares     6.4%      0                        0%
 Jaffee                held by
                                                                     --------
                       Shirley H.                                         2.2%
 Voting                Jaffee, as
 Power                 trustee under
  5.0%.                the Shirley H.
                       Jaffee Declaration
                       of Trust of
                       7/12/93.

                       100 shares
                       held in joint
                       tenancy with
                       spouse.

 ------------------------------------------------------------------------------
 Susan          41,155 27,062 shares     2.8% 38,153 100 shares            .9%
 Jaffee                held directly.                held in joint
 Hardin                                              tenancy with      --------
 Hardin                                              spouse.              1.9%
                       3,000 shares
 Voting                held as
 Power                 trustee for                   35,553 shares
  2.4%                 minor children.               held by
                                                     spouse,
                       11,093 shares                 Richard V.
                       are in the                    Hardin.
                       form of
                       employee stock                2,500 shares
                       options                       are in the
                       exercisable by                form of
                       spouse,                       employee stock
                       Richard V.                    options
                       Hardin, within                exercisable by
                       60 days of the                spouse,
                       date of this                  Richard V.
                       filing.                       Hardin, within
                                                     60 days of the
                       Mr. Hardin has                date of this
                       voted his                     filing.
                       shares
                       consistent                    Mr. Hardin has
                       with Ms.                      voted his
                       Hardin's                      shares
                       voting.                       consistent
                                                     with Ms.
                                                     Hardin's
                                                     voting.
 ------------------------------------------------------------------------------
 Karen         101,917 22,366 shares     6.7%    469 59 shares held         0%
 Jaffee                held directly.                directly.
 Cofsky                                                                   2.5%
                       7,500 shares
 Voting                held as                       Mr. Cofsky has
 Power                 trustee for                   voted his
  5.3%                 minor children.               shares
                                                     consistent
                       301 shares                    with Mrs.
                       held in joint                 Cofsky's
                       tenancy with                  voting.
                       spouse.

                       6,750 shares are
                       in the form of
                       employee stock
                       options exercisable
                       within 60 days of
                       the date of this
                       filing.

                       65,000 shares are
                       in the form of
                       employee stock
                       options exercisable
                       by spouse, Thomas F.
                       Cofsky, within 60
                       days of the date of
                       this filing.

                       Mr. Cofsky has
                       voted his shares
                       consistent with Mrs.
                       Cofsky's voting.
 ==============================================================================
 Nancy E.       29,031 22,931 shares     2.0%      4 Held directly.         0%
 Jaffee                held directly.

 Voting                6,000 shares                                        .7%
 Power                 held as
  1.6%                 trustee for
                       minor children.

                       100 shares
                       held in joint
                       tenancy with
                       spouse.
- -------------------------------------------------------------------------------
Daniel S.      236,305 26,866 shares    14.3%  5,566 4,900 shares          .1%
Jaffee                 held directly.                held directly.

Voting Power           100 shares                    666 shares           5.6%
 11.5%                 held in joint                 held by
                       tenancy with                  spouse, Heidi
                       spouse.                       M. Jaffee.

                       2 shares held
                       by spouse,                    Mrs. Jaffee
                       Heidi M.                      has voted her
                       Jaffee.                       shares consistent
                                                     with Mr. Jaffee's
                       4,500 shares                  voting.
                       held as trustee
                       for minor children.

                       1,551 shares
                       held as
                       trustee of the
                       Shirley H.
                       Jaffee 1993
                       Annuity Trust
                       dated 5/17/93.

                       1,536 shares
                       held as
                       trustee of the
                       Richard M.
                       Jaffee
                       1993 Annuity
                       Trust dated
                       5/17/93.

                       197,500 shares
                       are in the form
                       of employee stock
                       options exercisable
                       within 60 days of
                       the date of this
                       filing.

                       4,250 shares are
                       in the form of
                       employee stock
                       options exercisable
                       by spouse, Heidi M.
                       Jaffee, within 60
                       days of the date of
                       this filing.

                       Mrs. Jaffee has
                       voted her shares
                       consistent with Mr.
                       Jaffee's voting.

===============================================================================

           (b) The voting power and power of disposition of each person named in
           Item 2 is shown below.

================================================================================
                                                   Sole      Shared  Detail of
             Sole      Shared                      Dispos-   Dispos- Shared
             Voting    Voting  Detail of Shared    itive     itive   Dispositive
Name         Power     Power   Voting Power        Power     Power   Power
- --------------------------------------------------------------------------------
Jaffee       1,000,000     0                       1,000,000      0
Investment     Class B                               Class B
Partnership,    Shares                                Shares
LP
- --------------------------------------------------------------------------------
Richard M.   231,181   93,380  93,280 Class B      231,181      100  Held in
Jaffee       Class B  Class B  shares held by      Class B  Class B  joint
              Shares   shares  spouse, Shirley H.   Shares   Shares  tenancy
                               Jaffee, as trustee                    with
                               under the Shirley                     spouse.
                               H. Jaffee Declaration
                               of Trust of 7/12/93.
                               Mrs. Jaffee has voted
                               these shares consistent
                               with Mr. Jaffee's
                               voting.

                               100 Class B Shares
                               held in joint
                               tenancy with
                               spouse.
- --------------------------------------------------------------------------------
Shirley H.    93,280      100  Held in joint        93,280      100  Held in
Jaffee       Class B  Class B  tenancy with        Class B  Class B  joint
             Shares*   Shares  spouse.              Shares   Shares  tenancy
                                                                     with
             *Voting                                                 spouse.
             of these
             shares
             has been
             consistent
             with Mr.
             Richard
             M. Jaffee's
             voting of
             his shares.
- --------------------------------------------------------------------------------
Susan         30,062   11,093  Class B Shares       30,062      100  Held in
Jaffee       Class B  Class B  owned by Spouse,    Class B   Common  joint
Hardin        Shares   Shares  Richard V. Hardin,   Shares   Shares  tenancy
                               as trustee under                      with
                       38,153  the Richard V.                        spouse.
                       Common  Hardin Declaration
                       Shares  of Trust dated
                               2/24/2003.

                               Common Shares
                               consist of 100
                               shares held in
                               joint tenancy with
                               spouse and 38,053
                               shares owned by
                               spouse, Richard V.
                               Hardin, as trustee
                               under the Richard
                               V. Hardin Declaration
                               of Trust dated
                               2/24/2003.

                               Mr. Hardin has
                               voted his shares
                               consistent with
                               Ms. Hardin's voting.

================================================================================

================================================================================
Karen         36,616    65,301 Class B Shares       36,616       301  Held in
Jaffee       Class B   Class B consist of 301      Class B   Class B  joint
Cofsky        Shares B  Shares shares held in       Shares    Shares  tenancy
                               joint tenancy with                     with
                               spouse and 65,000                      spouse.
                               shares owned by
                  59       410 spouse, Thomas F.        59
              Common    Common Cofsky.              Common
              Shares    Shares                      Shares
                               Common Shares
                               owned by spouse,
                               Thomas F. Cofsky.

                               Mr. Cofsky has
                               voted his shares
                               consistent with
                               Mrs. Cofsky's voting.
- --------------------------------------------------------------------------------
Nancy E.      28,931       100 Held in joint        28,031      100  Held in
Jaffee       Class B   Class B tenancy with        Class B  Class B  joint
              Shares    Shares spouse.              Shares   Shares  tenancy
                                                                     with
                   4                                     4           spouse.
              Common                                Common
              Shares                                Shares
- --------------------------------------------------------------------------------
Daniel S.    232,053     4,352 Class B Shares      232,053      100  Held in
Jaffee       Class B   Class B consist of 100      Class B  Class B  joint
              Shares    Shares shares held in       Shares   Shares  tenancy
                               joint tenancy with                    with
             4,900             spouse and 4,252      4,900           spouse.
             Common        666 shares owned by      Common
             Shares     Common spouse, Heidi M.     Shares
                        Shares Jaffee.

                               Common Shares are
                               owned by spouse,
                               Heidi M. Jaffee.

                               Mrs. Jaffee has
                               voted her shares
                               consistent with
                               Mr. Jaffee's voting.
================================================================================

           (c)  Transactions in last 60 days for each person named in Item    2
           are shown below.

=========================================================================
                        # of
Name             Date   Securities    Nature of Transaction
                        Involved
- -------------------------------------------------------------------------
Daniel S. Jaffee 8/16/  20,000        Expiration of employee stock options:
                 2004   Common        15,000 options held by Reporting
                        Shares        Person and 5,000 options held by
                                      spouse of Reporting Person
- -------------------------------------------------------------------------
Daniel S. Jaffee 8/29/  22,500        Expiration of employee stock options
                 2004   Common
                        Shares
- -------------------------------------------------------------------------
Karen Jaffee     8/16/  12,500        Expiration of employee stock options:
Cofsky           2004   Common        5,000 options held by Reporting
                        Shares        Person and 7,500 options held by
                                      spouse of Reporting Person
=========================================================================

           (d) No other person has the right to receive or the power to direct
           receipt of dividends from, or proceeds from the sale of, such
           securities.

           (e) Not applicable.

ITEM 6.    CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
           RESPECT TO SECURITIES OF THE ISSUER

                The Rule 10b5-1 Sales Plan adopted by Daniel S. Jaffee on
           October 15, 2004, provides that Mr. Jaffee will exercise employee
           stock options to purchase up to 36,000 shares of Oil-Dri Class B
           Stock between October 20, 2004 and September 30, 2005, if the price
           of Oil-Dri Common Stock reaches various limits as stated in the Plan.
           The shares acquired upon option exercise pursuant to the Plan will be
           converted to Common Stock and sold and a portion of the sale proceeds
           used to pay the option exercise price and Mr. Jaffee's tax
           obligation.

                The Rule 10b5-1 Sales Plan adopted by Thomas F. Cofsky on March
           23, 2004, provides that Mr. Cofsky will exercise employee stock
           options to purchase up to 20,000 shares of Oil-Dri Class B Stock
           between April 1, 2004 and March 31, 2005, if the price of Oil-Dri
           Common Stock reaches various limits as stated in the Plan. The shares
           acquired upon option exercise pursuant to the Plan will be converted
           to Common Stock and sold and a portion of the sale proceeds used to
           pay the option exercise price and Mr. Cofsky's tax obligation.

                The Limited Partnership Agreement ("Agreement") of the Jaffee
           Investment Partnership, L.P. provides that, subject to the
           limitations of the Agreement, the General Partners manage the
           partnership business, with all rights and powers of general partners
           as provided in the Delaware Revised Uniform Partnership Act. It
           further provides that certain decisions (distributions to Partners,
           sale, assignment or mortgage of, grant of security interest in, or
           pledge of, a Partnership Interest, borrowing, or lending, or
           purchasing of any security) cannot be made and, unless otherwise
           specifically provided in the Agreement, other decision and acts
           cannot be taken, unless approved by a majority of the Units held by
           General Partners; no General Partner holds more than three of the
           outstanding ten Units. It grants the power and authority over
           day-to-day decisions to Richard M. Jaffee as Managing General
           Partner. (Day-to-day decisions include the investment and
           reinvestment of Partnership assets in any property, including stock
           of any corporation, and execution of any documents deemed by the
           Managing General Partner to be necessary for the Partnership to
           conduct its business.) (See Exhibit 2 to the initial filing of this
           Schedule 13D, incorporated herein by reference.) Based upon
           consultation with counsel, the Partnership and its General Partners
           concluded that the initial filing of the Schedule 13D incorrectly
           characterized the Partnership and its General Partners as a group,
           and Amendment No. 1 corrected that characterization. See SOUTHLAND
           CORPORATION, SEC No Action Letter (1987).

                The Agreement is not clear as to whether Richard M. Jaffee, as
           the Managing General Partner, has the power to unilaterally dispose
           of or vote Oil-Dri stock held by the Partnership, and as to whether,
           if he has such power, it can be overridden by action of the General
           Partners by a majority of the Units. Accordingly, based on
           consultation with counsel, Mr. Jaffee acknowledges the possibility,
           for purposes of Regulation 13D, that he could be deemed to
           beneficially own, but disclaims ownership of, the Partnership's
           1,000,000 shares of Class B Common Stock (and the 1,000,000 shares of
           Common Stock into which such Class B Common Stock is convertible),
           which would be in addition to the Class B Common Stock and Common
           Stock otherwise shown herein as owned by him.

ITEM 7.    MATERIAL TO BE FILED AS EXHIBITS

           Exhibit 1 Exhibit Pursuant To Article 13D-1 (k)(1)(iii)
           Exhibit 2 Rule 10b5-1 Sales Plan adopted by
                      Daniel S. Jaffee on October 15, 2004
           Exhibit 3 Rule 10b5-1 Sales Plan adopted by
                      Daniel S. Jaffee on March, 23, 2004,
                     as modified April 20, 2004  *
           Exhibit 4 Rule 10b5-1 Sales Plan adopted by
                     Thomas F. Cofsky on March 23, 2004 *
           Exhibit 5 Jaffee Investment Partnership, L.P.
                     Partnership Agreement **
           Exhibit 6 First Amendment to the Jaffee Investment
                     Partnership, L.P. Partnership Agreement ***
           Exhibit 7 Power of Attorney ****

           *   Incorporated by reference to Amendment No. 3 to Schedule 13D,
               dated and filed June 14, 2004 by the Reporting Persons. This Plan
               expired on June 30, 2004 and Daniel S. Jaffee entered into a
               materially similar Plan on July 1, 2004 which expired September
               30, 2004. There were no transactions under either Plan.

           **  Incorporated by reference to Schedule 13D, dated January 19,
               1998, filed January 21, 1998 by the Reporting Persons.

           *** Incorporated by reference to Amendment No. 2 to Schedule 13D,
               dated and filed February 19, 1999 by the Reporting Persons.

          **** Incorporated by reference to Amendment No. 1 to Schedule 13D,
               dated November 9, 1998, filed November 10, 1998 by the Reporting
               Persons.

                This Amendment No. 4 to Schedule 13D is filed on behalf of all
           of the persons identified on the Cover Page as Reporting Persons and
           includes, as Exhibit 1 attached, the agreement of all of those
           persons that such statement is filed on behalf of each of them. This
           Amendment also amends the Schedule 13D filed solely by Mr. Richard M.
           Jaffee, which was last previously amended on February 19, 1999 by
           Amendment No. 3 to this Schedule 13D, filed June 14, 2004.

                                    SIGNATURE

After reasonable inquiry and to the best of the knowledge and belief of each of
the undersigned, the undersigned certify that the information set forth in this
statement is true, complete and correct.

Date:
      ----------

JAFFEE INVESTMENT PARTNERSHIP, L.P.

By
          /s/ RICHARD M. JAFFEE *
       ---------------------------------------
       Richard M. Jaffee
       Managing General Partner

          /s/ RICHARD M. JAFFEE *
       ---------------------------------------
       Richard M. Jaffee

          /s/ SHIRLEY H. JAFFEE *
       ---------------------------------------
       Shirley H. Jaffee

          /s/ SUSAN JAFFEE HARDIN *
       ---------------------------------------
       Susan Jaffee Hardin

          /s/ KAREN JAFFEE COFSKY *
       ---------------------------------------
       Karen Jaffee Cofsky

          /s/ NANCY E. JAFFEE *
       ---------------------------------------
       Nancy E. Jaffee

          /s/ DANIEL S. JAFFEE *
       ---------------------------------------
       Daniel S. Jaffee

* By
          /s/ MARYON GRAY
       Maryon Gray, by Power of Attorney

          EXHIBIT 1 PURSUANT TO RULE 13d-1 (k) (iii) TO SCHEDULE 13D
                        OIL-DRI CORPORATION OF AMERICA
                 FOR JAFFEE INVESTMENT PARTNERSHIP, L.P. ET AL

The statement on Schedule 13D for Jaffee Investment Partnership, L.P. and
each of the undersigned is filed on behalf of Jaffee Investment Partnership,
L.P. and each of the undersigned.

JAFFEE INVESTMENT PARTNERSHIP, L.P.

By
          /s/ RICHARD M. JAFFEE *
       ---------------------------------------
       Richard M. Jaffee
       Managing General Partner

          /s/ RICHARD M. JAFFEE *
       ---------------------------------------
       Richard M. Jaffee

          /s/ SHIRLEY H. JAFFEE *
       ---------------------------------------
       Shirley H. Jaffee

          /s/ SUSAN JAFFEE HARDIN *
       ---------------------------------------
       Susan Jaffee Hardin

          /s/ KAREN JAFFEE COFSKY *
       ---------------------------------------
       Karen Jaffee Cofsky

          /s/ NANCY E. JAFFEE *
       ---------------------------------------
       Nancy E. Jaffee

          /s/ DANIEL S. JAFFEE *
       ---------------------------------------
       Daniel S. Jaffee

* By     /s/ MARYON GRAY
       Maryon Gray, by Power of Attorney

                                    EXHIBIT 2

                                DANIEL S. JAFFEE
                             RULE 10B5-1 SALES PLAN

      This Rule 10b5-1 Sales Plan ("Plan") is adopted by Daniel S. Jaffee (the
"Seller") on October 15, 2004 (the "Adoption Date"), to establish a systematic
program by which Citigroup Global Markets Inc. ("Smith Barney" or "SB") will use
its reasonable best efforts to sell on the Seller's behalf the shares of common
stock ("Stock") of Oil-Dri Corporation of America ("Issuer").

A.)   SALES PROGRAM

1.) The Seller's sales program consists of the following (check the applicable
box or boxes):

           X    CASHLESS EXERCISE, i.e., exercise vested options ("Options")
                granted to the Seller by the Issuer, sell the Stock issued upon
                such exercise, and use a portion of the sale proceeds to pay the
                Option exercise price and tax obligation, as specified in
                greater detail in Schedule A-1.

                CASH EXERCISE, i.e., exercise vested Options and sell the Stock
                upon exercise, using cash from a source other than the sale
                proceeds to pay the Option exercise price, as specified in
                greater detail in Schedule A-2.

                ALREADY-OWNED STOCK, i.e., sell the number of shares of Stock
                already owned by the Seller (including vested shares granted to
                the Seller pursuant to the Issuer's restricted share plan), as
                specified in greater detail in Schedule A-3.

2.) The Seller hereby appoints SB as the Seller's agent and attorney-in-fact to
effect sales under this Plan. If the Seller's sales program consists of
exercising vested Options, SB is granted authority to exercise Options on the
Seller's behalf, and Schedule A-1 or A-2 (as applicable) will constitute the
Seller's Option exercise form.

3.) The Seller agrees to pay SB the commission per share of Stock indicated on
Schedules A-1, A-2 and A-3, as applicable. SB will deduct its commission and
applicable transaction fees from the proceeds of any sale of Stock under this
Plan.

4.) The exercise and sale prices, and number of Options to be exercised and
shares of Stock to be sold, will be adjusted following such time as the Seller
or the Issuer notifies SB of a Stock split or other recapitalization affecting
the Stock ("Recapitalization").

5.) The Seller acknowledges that it may not be possible to exercise options or
sell Stock during the term of this Plan ("Term") due to: (i) a legal or
contractual restriction applicable to the Seller (the existence of which the
Seller shall promptly notify SB) or SB (the existence of which SB shall promptly
notify the Seller), (ii) a market disruption (including without limitation a
halt or suspension of trading in the Stock imposed by a court, governmental
agency or self-regulatory organization), or (iii) rules

governing order execution priority on the NASDAQ Stock Market or the New York
Stock Exchange (whichever is applicable). If any of these items ceases to be
applicable during the Term, SB will resume its sales activity to the extent it
is reasonably able to do so and still be able to provide best execution.

6.) (Check the applicable box or boxes)

           X    The Seller is a member of the Issuer's board of directors, or is
                an "executive officer" for purposes of Section 402 of the
                Sarbanes-Oxley Act of 2002 ("SOA").

           X    The Seller is subject to the requirements of Section 16 of the
                Securities Exchange Act of 1934 ("Exchange Act").

                The Seller is not subject to Section 402 of the SOA or to
                Section 16 of the Exchange Act.

           The Seller acknowledges that: (i) the Issuer may prohibit the Seller
from engaging in certain types of transactions under this Plan if the Seller is
subject to the SOA, and (ii) the Seller is solely responsible for complying with
Section 16 of the Exchange Act in connection with this Plan, and will be solely
responsible if any sales made under this Plan result in the Seller being liable
for "short-swing profits" under Section 16(b).

7.) No later than three business days after a sale of Stock is made under this
Plan, the Seller agrees to deposit (or make arrangements with the Issuer or its
transfer agent to deposit) into an account at SB in his or her name the number
of shares of Stock to be sold on any particular day on the Seller's behalf
(including shares that have been issued as a result of a Recapitalization). If
the Seller is selling vested shares of Stock under the Issuer's restricted stock
plan in order to pay applicable withholding taxes, the Seller has arranged for a
representative of the Issuer to notify a representative designated by SB of the
number of shares of Stock necessary to be sold to satisfy the Seller's tax
obligation. The proceeds of such sale shall be remitted by SB to the Issuer (net
of SB's commissions and applicable transaction fees). If the Seller is selling
Stock issued upon cashless exercise of Options, the Seller has arranged for a
representative of the Issuer to notify a representative designated by SB of the
percentage of the income from such sale necessary to satisfy the Seller's tax
obligation. The amount necessary to satisfy the Seller's tax obligation will be
remitted by SB to the Issuer. SB will not be responsible for the calculation of
such taxes or payment of such taxes to the applicable governmental tax
authority.

8.) For purposes of this Plan, a "business day" means any day on which SB is
open for business.

B.)   ISSUER REPRESENTATIONS

      The Seller acknowledges that as a condition precedent to SB's acceptance
of this Plan, the Issuer must execute the Issuer Representations Certificate in
the form attached to this Plan.

C.)   SALE PERIOD, MODIFICATION AND TERMINATION

1.) No Sale Period (as defined in Schedules A-1, A-2 and A-3) may commence until
two (2) business days after the Adoption Date. No Sale Period may be extended
pursuant to the terms of Schedules A-1, A-2 and/or A-3 without: (i) the Issuer's
written approval of such extension, and (ii) the Issuer's written representation
that such extension does not violate the Issuer's trading policy.

2.) This Plan may not be modified unless: (i) the Seller provides SB with
three (3) days prior written notice, (ii) the Seller and SB agree to such
modification in writing, and (iii) the Issuer approves such modification in
writing. Any such modification will contain the Seller's representation that as
of the effective date of the modification, he or she is not aware of any
material non-public information regarding the Issuer or any of its securities
(including the Stock).

3.) This Plan will terminate on whichever of the following events occurs
first: (a) if the Seller is a natural person, the date upon which SB receives
notice of the Seller's death, (b) the date specified in Schedules A-1, A-2
and/or A-3 on which all sales under this Plan will cease, (c) any sale effected
pursuant to this Plan that violates (or in the opinion of counsel to the Issuer
or SB is likely to violate) any applicable Federal or State law or regulation
or, if applicable, fails to comply (or in the opinion of counsel to the Issuer
or SB is likely not to comply) with Rules 144, 145 or 701 under the Securities
Act of 1933 (the "1933 Act"), (d) the Seller fails to comply in any material
respect with its obligations under this Plan, (e) the Issuer and/or the Seller
enter into a contract that prevents or materially restricts sales of Stock by
the Seller under this Plan, (f) no later than two (2) business days after the
date on which SB receives written notice that the Seller has terminated this
Plan (which may be for any reason), (g) no later than two (2) business days
after SB notifies the Seller in writing that SB has terminated this Plan (which
may be for any reason), (h) no later than two (2) business days after the date
on which SB receives notice that the Seller has filed a petition for bankruptcy
or the adjustment of the Seller's debts, or a petition for bankruptcy has been
filed against the Seller and has not been dismissed within thirty (30) calendar
days of its filing, (i) no later than two (2) business days after the date on
which SB receives written notice that the Issuer has withdrawn its Issuer
Representations Certificate, and (j) as to sales resulting from an Option
exercise, the date on which SB receives written notice from the Issuer that the
Options specified in Schedules A-1 or A-2 have expired or been terminated or
forfeited.

D.)   REPRESENTATIONS AND WARRANTIES

1.) The Seller makes the following representations. The representation in
Subsection (a) is made on the Adoption Date. The remaining representations are
made on the Adoption Date and are deemed to be restated during the Term.

(a) He/she is not aware on the Adoption Date of any material nonpublic
information with respect to the Issuer or any of its securities (including the
Stock); (b) he/she is not subject to any legal, regulatory, or contractual
restriction or undertaking that would prevent SB from conducting sales
throughout the Term in accordance with Schedule A-1, A-2 and/or A-3; (c) he/she
is entering into this Plan in good faith and not as part of a plan or scheme to
evade the prohibitions of Rule 10b5-1; (d) the Stock and Options subject to this
Plan are not subject to any liens, security interests or other impediments to
transfer (except for limitations imposed by Rules 144, 145 or 701, if the Seller
is subject to these rules), nor is there any litigation, arbitration or other
proceeding pending, or to the Seller's knowledge threatened, that would prevent
or interfere with the exercise of Options or sale of Stock under this Plan; (e)
he/she has not entered into or altered a corresponding or hedging transaction or
put option equivalent with respect to the Stock to be sold pursuant to the Plan,
and agrees not to enter into any such transaction while this Plan is in effect;
and (f) he/she does not have authority, influence or control over any sales of
Stock effected by SB pursuant to this Plan, and will not attempt to exercise any
authority, influence or control over such sales.

2.) SB makes the following representations and warranties. These
representations are made on the Adoption Date and are deemed to be restated
during the Term.

(a) No transaction under this Plan shall be effected through SB by an
individual who is aware of material non-public information regarding the Issuer
at the time of the transaction. SB has implemented reasonable policies and
procedures, taking into consideration the nature of its business, to ensure that
the individuals directly effecting transactions in Stock pursuant to this Plan
do not violate the laws prohibiting trading on the basis of material nonpublic
information.

(b) This Plan constitutes SB's legal, valid and binding obligation
enforceable against SB in accordance with its terms. There is no contractual
restriction to which SB is subject, or any litigation, arbitration or other
proceeding pending, or to SB's knowledge threatened, that would prevent or
interfere with the SB's sale of Stock for the Seller under this Plan.

E.)   RULES 144, 145 AND 701 (CHECK THE APPLICABLE BOX OR BOXES)
      ----------------------------------------------------------

      X    For purposes of Rule 144, the Seller is an "affiliate" of the Issuer
           or intends to sell shares of Stock under this Plan that are
           "restricted securities."

           The Seller acquired the Stock in a transaction covered by Rule 145.

           The Seller acquired the Stock under Rule 701 and intends to sell the
           Stock in accordance with Rule 701(g)(3).

           Neither Rule 144, 145, nor 701 is applicable to the Seller under this
           Plan.

      If the Seller is an "affiliate" of the Issuer, acquired the Stock under a
Rule 145 transaction, or holds "restricted shares" which are not otherwise
registered for resale under the 1933 Act, then all sales under this Plan will be
made by SB in accordance with Rule 144 or Rule 145(d), as applicable. SB will
conduct sales under Rule 701(g)(3) if the third box is checked (unless the
Seller is an affiliate). The Seller agrees not to take, and agrees to cause any
person or entity with whom the Seller would be required to aggregate sales of
Stock under Rule 144 not to take, any action that would cause any such sale not
to comply with Rule 144.

      SB will be responsible for filing each required Form 144. The Seller
acknowledges and agrees that SB will make only one Form 144 filing at the
beginning of each three-month period commencing prior to the first sale of Stock
made under this Plan.

      The Seller agrees to advise SB promptly of any sale of Stock by the Seller
(or any other person or entity whose sales of Stock would be aggregated with
those of the Seller for purposes of compliance with the volume limitations of
Rule 144) that is not covered by this Plan, except that the Seller may sell
Stock outside of this Plan only if and to the extent that no such sale affects
the amount of Stock that may be sold under this Plan in compliance with the
volume limitations of Rule 144. The Seller acknowledges and agrees that: (i)
sales under this Plan shall not be in any way affected by any sales outside of
this Plan, and (ii) for purposes of this sentence, the term "Seller" shall mean
and include the Seller and any other person or entity whose sales of Stock would
be aggregated with those of the Seller for purposes of compliance with the
volume limitations of Rule 144. The Seller acknowledges and agrees that he/she
will provide SB with a signed and completed Form 144 no later than five business
days prior to the beginning of each three-month period referenced in the
paragraph above.

F.)   EXCHANGE ACT FILINGS

      The Seller is responsible for making any and all filings required by the
Exchange Act in connection with this Plan. SB will not be required to: (i) make
any of these filings on the Seller's behalf, (ii) review any Exchange Act filing
made by the Seller, or (iii) determine whether any Exchange Act filing by the
Seller has been made on a timely basis. SB will not be liable to the Seller for
any misstatement, omission or defect in any of these filings.

G.)   INDEMNIFICATION AND LIMITATION OF LIABILITY; NO ADVICE

1.) The Seller agrees to indemnify and hold harmless SB (and its directors,
officers, employees and affiliates) from and against all claims, liabilities,
losses, damages and expenses (including reasonable attorneys' fees and costs)
arising out of or attributable to: (a) any material breach by the Seller of its
obligations under this Plan, (b) the incorrectness or inaccuracy in any material
respect of any of the Seller's representations and warranties (including the
representation required by Section (C)(2) of this Plan), (c) any material
violation by the Seller of applicable laws or regulations relating to this Plan
or the transactions contemplated by this Plan; and (d) any exercise of Options
under Schedule A-2 if cash is not

available to pay the exercise price of such Options. This indemnification will
survive the termination of this Plan. The Seller will have no indemnification
obligation in the case of the gross negligence or willful misconduct of SB or
any other indemnified person.

2.) Regardless of any other term or condition of this Plan, SB will not be
liable to the Seller for: (a) special, indirect, punitive, exemplary, or
consequential damages, or incidental losses or damages of any kind, including
but not limited to lost profits, lost savings, loss of use of facility or
equipment, regardless of whether arising from breach of contract, warranty,
tort, strict liability or otherwise, and even if advised of the possibility of
such losses or damages or if such losses or damages could have been reasonably
foreseen (provided however that the foregoing exculpation shall in no event be
construed to limit compensatory damages arising out of or attributable to the
negligence, gross negligence or willful misconduct of SB), or (b) any failure to
perform or for any delay in performance that results from a cause or
circumstance that is beyond its reasonable control, including but not limited to
failure of electronic or mechanical equipment, strikes, failure of common
carrier or utility systems, severe weather, market disruptions or other causes
commonly known as "acts of God". In addition, SB will not be liable to the
Seller in the event sales of Stock made in accordance with the terms of this
Plan violate the Issuer's insider trading policies.

3.) The Seller acknowledges that SB has not provided the Seller with any tax,
accounting or legal advice with respect to this Plan, including whether the
Seller would be entitled to any of the affirmative defenses under Rule 10b5-1.

H.) GOVERNING LAW

      This Plan will be governed by, and construed in accordance with, the laws
of the State of New York, without regard to such State's conflict of laws rules.

I.)   ENTIRE AGREEMENT

      This Plan (including all Schedules) reflects the entire agreement between
the parties concerning the sale of Stock under Rule 10b5-1, and supersedes any
previous or contemporaneous agreements or promises concerning these sales,
whether written or oral. In the event of a conflict between the terms and
conditions of this Plan and the terms and conditions of: (i) any other agreement
between the Seller and SB concerning sales of Stock under Rule 10b5-1, or (ii)
any written instructions provided by the Issuer to the Seller concerning this
Plan or Rule 10b5-1 plans in general, the terms and conditions of this Plan will
govern.

J.)   ASSIGNMENT

      This Plan and each party's rights and obligations under this Plan may not
be assigned or delegated without the written permission of the other party and
will be for the benefit of each party's successors and permitted assigns,
whether by merger, consolidation or otherwise.

K.) ENFORCEABILITY IN THE EVENT OF BANKRUPTCY

      The Seller and SB acknowledge and agree that this Plan is a "securities
contract," as such term is defined in Section 741(7) of Title 11 of the United
States Code ("Bankruptcy Code"), entitled to all of the protections given such
contracts under the Bankruptcy Code.

L.)   CONFIDENTIALITY

      SB will maintain the confidentiality of this Plan and will not disclose
the specific terms of this Plan to any person or entity, except: (i) to
employees, affiliates and agents of SB who have a legitimate business need to
know such information, (ii) to any governmental agency having jurisdiction over
SB or any self-regulatory organization of which it is a member, or (iii) to any
other person or entity to the extent such disclosure is required by law or by a
subpoena issued by a court of competent jurisdiction.

M.)   METHOD OF COMMUNICATION

      Except as otherwise specifically provided in this Plan, any communications
required or permitted hereunder may be in writing or made orally, provided that
any communications made orally must be confirmed in writing within one business
day of such communication. Such written communications shall be directed to the
parties as specified in Schedule "B."

                                 SCHEDULE "A-1"

NOTICE OF EXERCISE OF OPTIONS AND SALE OF STOCK OBTAINED UPON EXERCISE OF
OPTIONS.

Name of Seller:  Daniel S. Jaffee
Name of Issuer:  Oil-Dri Corporation of America

(PLEASE NOTE): It is the Seller's responsibility to ensure that Options will be
vested prior to the date of exercise specified below. If the Seller authorizes
the exercise of more than one vested Option grant, the Options will be exercised
in the order in which the Seller lists them below. The Seller represents that
the information below is accurate.*

**SALES EFFORTS UNDER THIS PLAN WILL NOT COMMENCE EARLIER THAN TWO BUSINESS
DAYS AFTER THE ADOPTION DATE.

- ------------------------------------------------------------------------
a.) Date    b.) Vesting c.) Sale Period**   d.) # of Option   e.) "Limit
    of          Date        From ___ To___      Shares            Price
    Grant                   Or ___ (Specific    AUTHORIZED TO
                            Day)                BE SOLD
- ------------------------------------------------------------------------
9/18/1998     Fully    10/20/2004 to        3,000              $17.50
              Vested   9/30/2005
- ------------------------------------------------------------------------
9/18/1998     Fully    11/1/2004 to         3,000              $18.00
              Vested   9/30/2005
- ------------------------------------------------------------------------
9/18/1998     Fully    12/1/2004 to         3,000              $18.50
              Vested   9/30/2005
- ------------------------------------------------------------------------
9/18/1998     Fully    1/1/2005 to          3,000              $19.00
              Vested   9/30/2005
- ------------------------------------------------------------------------
9/18/1998     Fully    2/1/2005 to          3,000              $19.50
              Vested   9/30/2005
- ------------------------------------------------------------------------
9/18/1998     Fully    3/1/2005 to          3,000              $20.00
              Vested   9/30/2005
- ------------------------------------------------------------------------
9/18/1998     Fully    4/1/2005 to          3,000              $20.00
              Vested   9/30/2005
- ------------------------------------------------------------------------
9/18/1998     Fully    5/1/2005 to          3,000              $20.00
              Vested   9/30/2005
- ------------------------------------------------------------------------
9/18/1998     Fully    6/1/2005 to          3,000              $20.00
              Vested   9/30/2005
- ------------------------------------------------------------------------
9/18/1998     Fully    7/1/2005 to          3,000              $21.00
              Vested   9/30/2005
- ------------------------------------------------------------------------
9/18/1998     Fully    8/1/2005 to          3,000              $21.00
              Vested   9/30/2005
- ------------------------------------------------------------------------
9/18/1998     Fully    9/1/2005 to          3,000              $21.00
              Vested   9/30/2005
- ------------------------------------------------------------------------

                            SCHEDULE "A-1" (CONT'D.)

1.    INSTRUCTIONS:  In column (a), list the Options in the order in which
      they are to be exercised. In column (b), indicate vesting dates for
      all Options designated in Column (d).  In column (c), state the
      first and last date on which the Stock is authorized to be sold
      during the Sale Period (Stock sales may occur on or between these
      dates).  In column (d), state the maximum number of shares for which
      the Options are to be exercised.  Do not aggregate with amounts
      authorized to be sold at a lower price during the same Sale Period.
      In column (e), write a dollar price which is the minimum price (the
      "Limit" Price) at which Stock is authorized to be sold per share
      during the Sale Period. All limit orders will be treated as "limit
      not held" orders.

      * The Seller may only use the broker-assisted cashless exercise and sale
      procedure as the method for financing the payment of the exercise price
      and any required withholding taxes.

2.    Commission per share:          10           cents.
                            ---------------------

3.    Except as provided in paragraph 4 of this Schedule A-1, in the event the
      Options cannot be exercised and the corresponding number of Option shares
      of Stock to be sold in a Sale Period cannot be sold for any reason (check
      ONE of the following instructions):

      ___  the unsold amount will be carried forward and added to the number of
           shares of Stock authorized to be sold for each succeeding Sale Period
           (if any) until sold.
      ___  the unsold amount of Stock will not be sold and will not be carried
           over to the next specific Sale Period (if any).
      _X_  neither alternative is applicable.

4.    In the event an exercise of an Option and/or the sale of Stock cannot
      occur during a designated Sale Period because of an event described in
      Section A(5) of this Plan, that Sale Period will be extended upon the
      expiration of such event by the amount of time the Option exercise and/or
      Stock sale could not occur, and the Term will be correspondingly extended.

5.    The maximum number of shares to be sold under this Schedule A-1 is 36,000.

THIS SCHEDULE "A-1" IS AN INTEGRAL PART OF THE ATTACHED PLAN ENTERED INTO BY THE
SELLER WITH SB AND IS SUBJECT TO THE TERMS AND CONDITIONS SET FORTH THEREIN.

ACCOUNT # 383-1D640-15-246

   /S/ DANIEL S. JAFFEE
- -----------------------
Daniel S. Jaffee

Accepted and Agreed to:

SMITH BARNEY

  /S/ SUZANNE LEVIRNE
- -----------------------
[Signature of authorized Executive Financial Services official]

SUZANNE LEVIRNE, VICE PRESIDENT
- -------------------------------
[Name and title of authorized official]

                                  SCHEDULE "B"

                        To Rule 10b5-1 Sales Plan Between
                                Daniel S. Jaffee
                                       and
                               SMITH BARNEY ("SB")

Communications required by the Plan shall be made to the following persons in
accordance with Section "M" of such Plan:

                         [CONTACT INFORMATION OMITTED.]

THIS SCHEDULE "B" IS AN INTEGRAL PART OF THE ATTACHED PLAN ENTERED INTO BY THE
SELLER WITH SB AND IS SUBJECT TO THE TERMS AND CONDITIONS SET FORTH THEREIN.

                             ISSUER REPRESENTATIONS

                                                     October 15, 2004

To:   Smith Barney

As an authorized representative of the Issuer ("Issuer"), I hereby represent and
covenant on the Issuer's behalf that:

1.)   I have reviewed the attached Rule 10b5-1 Sales Plan ("Plan") of Daniel S.
      Jaffee (the "Seller") adopted on March 23, 2004, and have determined that
      it does not violate the Issuer's trading policy.

2.)   If the Seller is a director or "executive officer" for purposes of Section
      402 of the Sarbanes-Oxley Act of 2002, then (check only one box):

           The Seller may not exercise his/her vested Options and sell Stock
           issued upon such exercise in the manner described in Schedule A-1.

      X    The Seller may exercise his/her vested Options and sell Stock issued
           upon such exercise in the manner permitted by the Issuer's stock
           option plan ("SOP").

3.)   If the Plan covers the exercise of Options granted under the SOP, any
      exercise of the Options under the Plan does not violate the terms and
      conditions of the SOP.  The Issuer agrees to:  (i) accept, acknowledge
      and effect the exercise of such Options by SB on the Seller's behalf
      upon receipt of a completed Schedule A-1 or A-2 (which shall constitute
      the Seller's Option exercise form), and (ii) notify SB promptly in
      writing if any of the Seller's Options have expired or been terminated
      or forfeited under the SOP.

4.)   On any day that the Seller's Options are exercised pursuant to the Plan
      ("Instruction Date"), Issuer will instruct its transfer agent to deliver
      to SB, no later than three business days after the Instruction Date, the
      number of shares of Stock corresponding to the number of Options exercised
      (including any shares issued as a result of a Stock split or other
      recapitalization affecting the Stock).

5.)   The Issuer's obligations ("Obligations") set forth in Sections 3 and 4
      above constitute its legal, valid and binding obligations enforceable
      against it in accordance with their terms, and there is no contractual
      restriction to which Issuer is subject, or any litigation or other
      proceeding pending, or to my knowledge threatened, that would preclude the
      Seller from exercising Options under the Plan.

                               By:   /S/ MARYON GRAY
                                 ---------------------
                                  Maryon Gray, Assistant General Counsel