UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C. 20549

                                   FORM 8-K

                                CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported)         MAY 26, 2005
- ------------------------------------------------------------------------

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

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

     410 NORTH MICHIGAN AVENUE
             SUITE 400
         CHICAGO, ILLINOIS                                  60611-4213
- -----------------------------------------------------------------------
  (Address of principal executive                           (Zip Code)
              offices)

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

- ------------------------------------------------------------------------
    (Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions (see General Instruction A.2. below):

[ ]  Written communications pursuant to Rule 425 under the Securities Act
     (17 CFR 230.425)

[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act
     (17 CFR 240.14a-12)

[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.02  RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On May 26, 2005,  Oil-Dri  Corporation of America (the  "Registrant")  issued a
press release  announcing  its results of operations  for the third quarter and
first nine  months of its  fiscal  year  2005.  A copy of the press  release is
attached   as  Exhibit   99.1  and  the   information   contained   therein  is
incorporated  herein  by  reference.  The  information  contained  in this Form
8-K,  including  the  exhibit,  shall not be deemed  "filed"  for  purposes  of
Section 18 of the  Securities  Exchange Act of 1934, and it shall not be deemed
incorporated  by reference  into any filing under the  Securities  Act of 1933,
except as shall be expressly set forth by specific reference in such filing.

ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS.

(a)  None.

(b)  None.

(c)  Exhibits

Exhibit
NUMBER                   DESCRIPTION OF EXHIBITS
- ------     ---------------------------------------------------
 99.1      Press Release of Registrant dated May 26, 2005.

                                  SIGNATURES

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

                          OIL-DRI CORPORATION OF AMERICA

                          By: /S/  CHARLES P. BRISSMAN
                              --------------------------------
                              Charles P. Brissman
                              Vice President and General Counsel

Date: May 27, 2005

                                 EXHIBIT INDEX

Exhibit
NUMBER                   DESCRIPTION OF EXHIBITS
- ------     ---------------------------------------------------
 99.1      Press Release of Registrant dated May 26, 2005.

                                                              Exhibit 99.1

             RELEASE:  Immediate               CONTACT:  Ronda J. Williams
                                                         312-706-3232

              OIL-DRI ANNOUNCES THIRD QUARTER RESULTS AND REVISED FULL YEAR
                                          GUIDANCE

             CHICAGO - May 26, 2005 - Oil-Dri Corporation of America (NYSE:
             ODC) today announced sales of $48,249,000 for the third quarter
             ended April 30, 2005, a 4% increase compared to sales of
             $46,616,000 in the third quarter one year ago.  The company
             reported net income of $1,972,000, or $0.33 per diluted share,
             compared to income of $1,824,000, or $0.30 per diluted share,
             reported in the same quarter one year ago, which represents a 10%
             increase in earnings per diluted share.

             Sales for the nine months ended April 30, 2005, were $141,851,000
             compared to sales of $140,708,000 in the same period one year
             ago.  Net income for the nine months was $5,398,000, or $0.91 per
             diluted share, compared to income of $5,270,000, or $0.89 per
             diluted share, in the same period one year ago.

             THIRD QUARTER REVIEW
             Dan Jaffee, President and CEO said, "While we are pleased with
             our 4% sales growth, we are frustrated by the intense energy and
             commodity price pressure we faced this quarter. We are diligently
             working to mitigate these rising costs through improved
             manufacturing processes and price increases, but the increased
             expenditures for natural gas, transportation and packaging in the
             quarter resulted in lower margins for the company.

             "Despite these challenges, we feel positive about the direction
             of our business. Our Specialty Products Group remained
             significantly ahead of last year in terms of both sales and
             operating income, and we are particularly pleased with the growth
             in the group's Latin American business. This quarter, the Crop
             Production and Horticultural Products Group enjoyed an increase
             in sales over the third quarter a year ago, even with the
             continued weakness in the agricultural carriers business.

             "Income for the quarter was positively impacted by an 18%
             decrease in operating expenses compared to the same period one
             year ago. This reduction was the result of reduced incentive
             compensation expense and lower discretionary spending in
             advertising.

             "In March, the Securities and Exchange Commission granted
             non-accelerated filers like Oil-Dri an additional year to comply
             with Sarbanes-Oxley Act Section 404.  Oil-Dri will now be
             expected to comply for its fiscal year ending July 2006.

             "Beginning this quarter, we are including a cash flow statement
             to further detail our quarterly performance. We hope this
             additional information will be useful for investors' assessment
             of our business. The management team and I are very focused on
             generating free cash flow."

             BUSINESS REVIEW
                    CONSUMER PRODUCTS GROUP - Net sales were up in the quarter
                    3% and up 1% for the nine-months. Operating income for the
                    quarter was down 8% and down 4% for the nine-months. Sales
                    of Cat's Pride and Jonny Cat branded cat litters were strong
                    in the quarter in the U.S. and Canada. The company's co-pack
                    business also showed sales increases. Private label
                    accounts experienced a slight drop year over year.
                    Overall, the increase in manufacturing costs, including
                    fuel, packaging and transportation, had a negative impact
                    on operating income. Strong competitor marketing also
                    continues to pressure sales growth.
             CROP PRODUCTION AND HORTICULTURAL PRODUCTS GROUP - Net sales were
                    up 3% in the quarter and down 18% for the nine-month period.
                    Operating income in the quarter was down 27% and down 55%
                    year-to-date.  While agricultural carrier sales continue
                    to be sluggish, sports turf product sales were up.  The
                    same factors which contributed to slow agricultural sales
                    early in the fiscal year, mainly the increasing
                    acceptance of genetically-modified and treated seeds and
                    an irregular buying season, continued to affect the third
                    quarter.

                                           -- more --
             INDUSTRIAL AND AUTOMOTIVE PRODUCTS GROUP - Net sales were flat in
                    the quarter and up 5% in the nine-month period. Despite
                    increased manufacturing and packaging costs,
                    profitability has increased year-to-date due to price
                    increases.  Oil-Dri branded floor absorbent volume was
                    down in the quarter, while synthetic absorbent products
                    showed a slight sales increase.
             SPECIALTY PRODUCTS GROUP - Net sales were up 10% for the quarter
                    and up 13% for the nine-month period.  Operating income in
                    the quarter was up 19% and up 14% year to date. Continued
                    focus on product mix and increased volume in the United
                    States and Latin America drove sales and profitability.

             FINANCIAL HIGHLIGHTS
             On March 15, 2005, Oil-Dri's Board of Directors declared a
             regular quarterly cash dividend of $0.11 per share of Common
             Stock.  The dividend will be payable on June 10, 2005 to
             stockholders of record at the close of business on May 8, 2005.
             At the April 30, 2005 closing price of $17.50 per share and
             assuming cash dividends continue at the same rate, the annual
             yield on Common Stock is 2.5%.

             During the quarter, the company repurchased 167,900 shares of
             Common Stock at a cost of approximately $3,135,000. For the
             nine-month period, Common Stock repurchases totaled $7,082,000.

             Cash, cash equivalents and short-term investments at April 30,
             2005, totaled $16,930,000.  Operating cash flow for the
             nine-month period was $7,577,000.  Capital expenditures for the
             nine months totaled $5,230,000, which is $405,000 less than the
             depreciation and amortization of $5,635,000.

             LOOKING FORWARD
             "While we are confident in the steady growth of our business, we
             are faced with several manufacturing cost-related challenges,
             including energy, transportation and packaging," added Jaffee.
             "Our business is heavily dependent on these commodities which,
             under current conditions, negatively impacted our business.
             Through pre-emptive measures, including corporate price
             increases, manufacturing process improvements and business
             evaluations, we believe we can lessen the impact of these
             expenses and continue to grow our business.

             "It is apparent, however, these costs will continue into the
             fourth quarter and impact our previous earnings guidance for the
             fiscal year.  We are therefore revising our projected earnings
             estimate range for fiscal year 2005 to $1.00 to $1.10 per diluted
             share."

                                            ###

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

             THE COMPANY WILL OFFER A LIVE WEB CAST OF THE THIRD QUARTER
             EARNINGS TELECONFERENCE ON FRIDAY MAY 27, 2005 AT 10:00AM CDT.
             TO LISTEN TO THE CALL VIA THE WEB, PLEASE VISIT
             WWW.STREETEVENTS.COM OR WWW.OILDRI.COM.  AN ARCHIVED RECORDING OF
             THE CALL WILL BE AVAILABLE FOR APPROXIMATELY 30 DAYS FOLLOWING
             THE CALL AND WRITTEN TRANSCRIPTS OF ALL TELECONFERENCES ARE
             POSTED ON THE OIL-DRI WEBSITE.

             OIL-DRI CORPORATION OF AMERICA IS THE WORLD'S LARGEST
             MANUFACTURER OF CAT LITTER AND A LEADING SUPPLIER OF SPECIALTY
             SORBENT PRODUCTS FOR INDUSTRIAL, AUTOMOTIVE, AGRICULTURAL,
             HORTICULTURAL AND SPECIALTY MARKETS.

             JONNY CAT, CAT'S PRIDE, AGSORB, PRO'S CHOICE, CONDITIONADE,
             ULTRA-CLEAR AND PURE-FLO ARE REGISTERED TRADEMARKS OF OIL-DRI
             CORPORATION OF AMERICA.

             THIS RELEASE CONTAINS CERTAIN FORWARD-LOOKING STATEMENTS
             REGARDING THE COMPANY'S EXPECTED PERFORMANCE FOR FUTURE PERIODS,
             AND ACTUAL RESULTS FOR SUCH PERIODS MIGHT MATERIALLY DIFFER.
             SUCH FORWARD-LOOKING STATEMENTS ARE SUBJECT TO UNCERTAINTIES
             WHICH INCLUDE, BUT ARE NOT LIMITED TO, INTENSE COMPETITION FROM
             MUCH LARGER ORGANIZATIONS IN THE CONSUMER MARKET; THE LEVEL OF
             SUCCESS IN IMPLEMENTATION OF PRICE INCREASES AND SURCHARGES;
             INCREASING ACCEPTANCE OF GENETICALLY MODIFIED AND TREATED SEED
             AND OTHER CHANGES IN OVERALL AGRICULTURAL DEMAND; INCREASING
             REGULATION OF THE FOOD CHAIN; CHANGES IN THE MARKET CONDITIONS,
             THE OVERALL ECONOMY, ENERGY PRICES, AND OTHER FACTORS DETAILED
             FROM TIME TO TIME IN THE COMPANY'S ANNUAL REPORT AND OTHER
             REPORTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.

O I L  -  D R I    C O R P O R A T I O N    O F    A M E R I C A

CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except for per share amounts)
(unaudited)

                                           THIRD QUARTER ENDED APRIL 30,
                                    -----------------------------------------
                                       2005   % OF SALES    2004   % OF SALES
                                    -----------------------------------------
                                                          
NET SALES                            $ 48,249   100.0%    $ 46,616    100.0%
COST OF SALES                          38,490    79.8%      35,548     76.3%
                                    -----------------------------------------
GROSS PROFIT                            9,759    20.2%      11,068     23.7%

OPERATING EXPENSES                     (6,805)  -14.1%      (8,304)   -17.8%
                                    -----------------------------------------

OPERATING INCOME                        2,954     6.1%       2,764      5.9%
INTEREST EXPENSE                         (437)   -0.9%        (525)    -1.1%
OTHER INCOME                              197     0.4%          (8)     0.0%
                                    -----------------------------------------

INCOME BEFORE INCOME TAXES              2,714     5.6%       2,231      4.8%
INCOME TAXES                              742     1.5%         407      0.9%
                                    -----------------------------------------

NET INCOME                           $  1,972     4.1%    $  1,824      3.9%
                                    =========================================

NET INCOME PER SHARE:
        BASIC COMMON                 $   0.38             $   0.36
        BASIC CLASS B COMMON         $   0.29             $   0.27
        DILUTED                      $   0.33             $   0.30
AVERAGE SHARES OUTSTANDING:
        BASIC COMMON                    4,036                4,050
        BASIC CLASS B COMMON            1,458                1,450
        DILUTED                         5,950                6,072

                                            NINE MONTHS ENDED APRIL 30,
                                    -----------------------------------------
                                       2005   % OF SALES    2004   % OF SALES
                                    -----------------------------------------
NET SALES                            $141,851   100.0%    $140,708    100.0%
COST OF SALES                         110,845    78.1%     107,469     76.4%
                                    -----------------------------------------
GROSS PROFIT                           31,006    21.9%      33,239     23.6%

LOSS ON IMPAIRED LONG-LIVED ASSETS      --        --          (464)    -0.3%
OPERATING EXPENSES                    (22,920)  -16.2%     (24,452)   -17.4%
                                    -----------------------------------------

OPERATING INCOME                        8,086     5.7%       8,323      5.9%
INTEREST EXPENSE                       (1,332)   -0.9%      (1,589)    -1.1%
OTHER INCOME                              590     0.4%         350      0.2%
                                    -----------------------------------------

INCOME BEFORE INCOME TAXES              7,344     5.2%       7,084      5.0%
INCOME TAXES                            1,946     1.4%       1,814      1.3%
                                    -----------------------------------------

NET INCOME                           $  5,398     3.8%    $  5,270      3.7%
                                    =========================================

NET INCOME PER SHARE:
        BASIC COMMON                 $   1.05             $   1.03
        BASIC CLASS B COMMON         $   0.79             $   0.77
        DILUTED                      $   0.91             $   0.89
AVERAGE SHARES OUTSTANDING:
        BASIC COMMON                    4,049                4,036
        BASIC CLASS B COMMON            1,453                1,433
        DILUTED                         5,948                5,937

O I L  -  D R I   C O R P O R A T I O N    O F    A M E R I C A

CONSOLIDATED BALANCE SHEETS
(in thousands, except for per share amounts)
(unaudited)

                                                            AS OF APRIL 30,
                                                       -----------------------
                                                           2005        2004
                                                       -----------------------

CURRENT ASSETS
           CASH, CASH EQUIVALENTS AND INVESTMENTS       $ 16,930    $ 20,822
           ACCOUNTS RECEIVABLE, NET                       23,274      23,446
           INVENTORIES                                    13,490      13,635
           PREPAID EXPENSES                                7,673       7,911
                                                       ----------------------
                    TOTAL CURRENT ASSETS                  61,367      65,814
                                                       ----------------------
PROPERTY, PLANT AND EQUIPMENT                             47,710      46,144
OTHER ASSETS                                              12,368      15,921
                                                       ----------------------
TOTAL ASSETS                                            $121,445    $127,879
                                                       ======================

CURRENT LIABILITIES
           CURRENT MATURITIES OF NOTES PAYABLE          $  3,080    $  4,000
           ACCOUNTS PAYABLE                                4,782       4,828
           DIVIDENDS PAYABLE                                 558         515
           ACCRUED EXPENSES                               12,702      16,667
                                                       ----------------------
                    TOTAL CURRENT LIABILITIES           $ 21,122    $ 26,010
                                                       ----------------------
LONG-TERM LIABILITIES
           NOTES PAYABLE                                  20,240      23,400
           OTHER NONCURRENT LIABILITIES                    6,391       5,411
                                                       ----------------------
                    TOTAL LONG-TERM LIABILITIES           26,631      28,811
                                                       ----------------------
STOCKHOLDERS' EQUITY                                      73,692      73,058
                                                       ----------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY              $121,445    $127,879
                                                       ======================

BOOK VALUE PER SHARE OUTSTANDING                        $  13.39    $  13.36

ADDITIONS TO AND ACQUISITIONS OF
   PROPERTY, PLANT AND EQUIPMENT        THIRD QUARTER   $  1,266    $  1,495
                                        YEAR TO DATE    $  5,230    $  3,722
DEPRECIATION AND AMORTIZATION CHARGES   THIRD QUARTER   $  1,813    $  1,985
                                        YEAR TO DATE    $  5,635    $  6,109

O I L  -  D R I    C O R P O R A T I O N    O F    A M E R I C A

CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)

                                                      FOR THE NINE MONTHS ENDED
                                                               APRIL 30
                                                      -------------------------
CASH FLOWS FROM OPERATING ACTIVITIES                      2005         2004
                                                      -------------------------

NET INCOME                                              $  5,398     $  5,270

ADJUSTMENTS TO RECONCILE NET INCOME TO NET
CASH PROVIDED BY OPERATING ACTIVITIES:
     DEPRECIATION AND AMORTIZATION                         5,635        6,109
     DECREASE IN ACCOUNTS RECEIVABLE                         915           75
     INCREASE IN INVENTORIES                              (1,091)      (1,128)
     DECREASE IN ACCOUNTS PAYABLE                           (177)      (1,732)
     (DECREASE) INCREASE IN ACCRYED EXPENSES              (4,040)       2,750
     OTHER                                                   937        2,368
                                                      -------------------------
          TOTAL ADJUSTMENTS                                2,179        8,442
                                                      -------------------------
     NET CASH PROVIDED BY OPERATING ACTIVITIES             7,577       13,712
                                                      -------------------------

CASH FLOWS FROM INVESTING ACTIVITIES
     CAPITAL EXPENDITURES                                 (5,230)      (3,722)
     OTHER                                                 3,916       (4,343)
                                                      -------------------------
     NET CASH USED IN INVESTING ACTIVITIES                (1,314)      (8,065)
                                                      -------------------------

CASH FLOWS FROM FINANCING ACTIVITIES
     PRINCIPAL PAYMENTS ON LONG-TERM DEBT                 (4,080)      (4,000)
                                                          (1,647)      (1,482)
DIVIDENDS PAID
     PURCHASE OF TREASURY STOCK                           (7,082)      (1,344)
     OTHER                                                 3,909        1,279
                                                      -------------------------
     NET CASH USED IN FINANCING ACTIVITIES                (8,900)      (5,547)
                                                      -------------------------

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS      (2,637)         100
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR               6,348        4,753
                                                      -------------------------
CASH AND CASH EQUIVALENTS, APRIL 30                     $  3,711     $  4,853
                                                      =========================