CONFORMED COPY

                                     
                    SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.  20549

                                FORM 10-K

              Annual Report Pursuant to Section 13 or 15(d)
                  of the Securities Exchange Act of 1934

    For the fiscal year ended July 31, 1996 Commission File No. 0-8675
                                     
                      OIL-DRI CORPORATION OF AMERICA
          (Exact name of registrant as specified in its Charter)
                                     
                       Delaware                        36-2048898
              (State or other jurisdiction of   (I.R.S. Employer identifi-
                incorporation or organization)   cation no.)
                                     
                  410 North Michigan Avenue
                       Chicago, Illinois                   60611
               (Address of principal executive          (Zip Code)
                offices)
                                     
    Registrant's telephone number, including area code: (312) 321-1515
                                     
          Securities registered pursuant to Section 12(b) of the Act:
                                       
                                              Name of each exchange
                 Title of each class            on which registered
    Common Stock, par value $.10 per share   New York Stock Exchange
                                     
          Securities registered pursuant to Section 12(g) of the Act:
                                     
                                   None
                             (Title of Class)

Number of Shares of each class of Registrant's common stock outstanding as
of September 30, 1996:

     Common Stock - 5,193,150 shares (including 527,067 treasury shares)
     Class B Stock - 2,042,368 shares
     Class A Common Stock - 0 shares

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days:
Yes   X            No

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.  [ ]

Aggregate market value of Registrant's Common Stock owned by
non-affiliates - $61,035,945 (based on the closing price on September 30,
1996).

                   DOCUMENTS INCORPORATED BY REFERENCE

     The following documents are incorporated herein by reference:

    1.   Registrants Proxy Statement for its 1996 Annual Meeting of
         Stockholders (Proxy Statement), which will be filed with the
         Securities and Exchange Commission not later than November 28,
         1996 (120 days after the end of Registrants fiscal year ended
         July 31, 1996), is incorporated into Part III of this Annual
         Report on Form 10-K, as indicated herein.

    2.   The following portions of Registrant's 1996 Annual Report to
         Stockholders ("Annual Report"), which is an exhibit to this Annual
         Report on Form 10-K, are incorporated into Parts I, II and IV of
         this Annual Report on Form 10-K, as indicated herein (page numbers
         refer to the Annual Report):

         a)   Common Stock on page 34.

         b)   Five-Year Summary of Financial Data on page 13.

         c)   Management's Discussion and Analysis of Financial
              Condition and Results of Operations on pages 14 to 17.

         d)   Consolidated Statements of Income on page 20.

         e)   Consolidated Statements of Stockholders' Equity on
              page 21.

         f)   Consolidated Statements of Financial Position on
              pages 18
              and 19.

         g)   Consolidated Statements of Cash Flows on page 22.

         h)   Notes to Consolidated Financial Statements on pages
              23 to 33.

         i)   Independent Auditor's Report on page 34.

         j)   Selected Quarterly Financial Data on page 33.

                                  PART I

Item 1. BUSINESS

Oil-Dri Corporation of America was incorporated in 1969 in Delaware as the
successor to an Illinois corporation incorporated in 1946 which was the
successor to a partnership which commenced business in 1941.  Except as
otherwise indicated herein or as the context otherwise requires, references
herein to "Registrant" or to Company are to Oil-Dri Corporation of
America and its subsidiaries.  The Registrant is a leader in developing,
manufacturing and marketing sorbent products and related services for the
consumer, industrial, environmental, agricultural and fluids purification
markets.  The Registrant's products are principally produced from clay
minerals and, to a lesser extent, other sorbent materials. Consumer
products, consisting primarily of cat litter, are sold through the grocery
products industry, mass merchandising, warehouse clubs, and pet specialty
retail outlets.  Industrial and environmental products, consisting
primarily of oil, grease and water sorbents (both clay and nonclay), are
sold to distributors of industrial cleanup and automotive products,
environmental service companies, and retail outlets.  Agricultural
products, which include carriers for crop protection chemicals and
fertilizers, drying agents, soil conditioners, pellet binders for animal
feeds and flowability aids, are sold to manufacturers of agricultural
chemicals and distributors of other agricultural products.  Fluids
purification products, consisting primarily of bleaching, filtration and
clarification clays, are sold to processors and refiners of edible and
petroleum-based oils.

The Registrant's sorbent technologies include absorbent and adsorbent
products.  Absorbents, like sponges, draw liquids up into their many pores.
Examples of Oil-Dri's absorbent products are CAT'S PRIDE Premium Cat
Litter and other cat litters, OIL-DRI ALL PURPOSE mineral floor absorbent
and AGSORB granular agricultural chemical carriers.

Adsorbent products attract liquids, impurities, metals and surfactants to
themselves and form low level chemical bonds.  The Registrant's adsorbents
are used for cleanup and filtration mediums.  The Registrant's adsorbent
products include OIL-DRI LITE Sorbents for industrial and environmental
cleanup, PURE-FLO, PURE-FLO SUPREME, PERFORM and SELECT Bleaching Clays
for edible oils, fats and tallows, and ULTRA-CLEAR Clarification Aids for
petroleum based oils and by-products.

The Registrant has pursued a strategy of developing value-added and branded
products for consumer, industrial and environmental, agricultural and
fluids purification uses, where the Registrant's marketing and research and
development capabilities can play important roles.  The Registrant's
products are sold through its specialized divisional sales staffs supported
by technical service representatives and through a network of industrial
distributors and food brokers.  The Registrant maintains its own research
and development facility and staff.  The Registrant's transportation
subsidiary ships Oil-Dri products and the products of its customers and
other third parties.

Certain financial information about Registrant's foreign and domestic
operations is contained in Note 2 of Notes to Consolidated Financial
Statements on page 25 of the Annual Report and is incorporated herein by
reference.

Consumer Products

The Registrant's cat litter products, in both coarse granular and fine
granular clumping (scoopable) forms, are sold under the Registrant's CAT'S
PRIDE and LASTING PRIDE brand names, FRESH STEP and CONTROL brands
manufactured for The Clorox Company and private label cat litters
manufactured for mass merchandisers, wholesale clubs, drug chains, pet
superstores and retail grocery stores.  These products are sold through
independent food brokers and the Registrant's representatives to major
grocery outlets such as Albertsons, Fleming Foods, Publix, Winn Dixie, and
others.  LASTING PRIDE is principally sold to mass merchandisers such as
Wal-Mart and K-Mart.

During fiscal year 1996, the Registrant introduced CAT'S PRIDE Kat Kit, a
disposable cat litter tray.  Made with 100% recycled plastic and filled
with the Registrant's CAT'S PRIDE Premium cat litter, the tray is designed
as a touchless system for cat box care.

The Registrant and The Clorox Company have long-term arrangements under
which they developed FRESH STEP and CONTROL premium-priced cat litter
products.  FRESH STEP and CONTROL brands, which are owned, trademarked
and marketed by The Clorox Company, both utilize the Registrant's special
low density, highly absorbent clay mineral.  FRESH STEP contains
microencapsulated odor controllers which are activated by the cat.  The
Registrant has a long-term exclusive right to supply The Clorox Company's
requirements for FRESH STEP and CONTROL up to certain levels.  According
to independently published supermarket industry reports, FRESH STEP was
the largest dollar grossing branded cat litter sold through grocery chains
in the United States during the year ended July 14, 1996.

Traditional coarse granular clay litters once represented approximately 98%
of the market. Beginning in 1990, the cat litter market changed and
traditional course litters are now complemented by new, fine granule
clumping (scoopable) products.  These clumping products have the
characteristic of binding together and expanding when moisture is
introduced.  The Registrant's clumping cat litter is based on naturally
occurring organic ingredients which are biodegradable.  On an industry-wide
basis, clumping cat litters have assumed market shares in excess of 42% of
retail dollar sales volume in the grocery industry and 56% of retail dollar
sales volume in the mass merchandiser industry in the 52 week period ended
July 14, 1996, compared with 39% and 49%, respectively, in a similar period
last year.

Industrial and Environmental Products

Products for industrial applications include the Registrant's oil, grease,
and water sorbents, which are cost effective floor maintenance products
that provide a nonslip and nonflammable surface for workers.  These
products are sold through a wide range of distribution channels and have
achieved a high level of brand name recognition.  The Registrant
distributes clay-based sorbents sold in granular form and in other
configurations such as pillows and socks.  The Registrant also distributes
non-clay sorbents including its OIL-DRI Industrial Pad and OIL-DRI
Industrial Rug, which are made of needle-punched polypropylene.

The Registrant added polypropylene products to its industrial sorbents
product line and also entered the marine oil spill response market through
its acquisition of Industrial Environmental Products, Inc. ("IEP") in
April, 1990.  IEP was a distributor and marketer of these products,
primarily in the southeast United States.  The Registrant purchases the
majority of these polypropylene materials from several unaffiliated
suppliers.  The Registrant has acquired equipment affording it the
capability to cut polypropylene products, acquired in bulk form, to
customer specifications and to fill a variety of configurations.  The
polypropylene products will collect up to approximately 15 times their own
weight in liquids and offer the added benefit of incinerability and
recyclability in accordance with environmentally permissible methods.
OIL-DRI Sorbent Booms and OIL-DRI Sorbent Pads, which are made from
meltblown polypropylene, will selectively remove oil from the surface of
any body of water.  They can be used for emergency spill response or for
cleaning and maintenance.  The Registrant's needle-punched polypropylene
products will adsorb oil and aqueous liquids from industrial floors and
surfaces.

The Registrant sells its industrial and environmental products through a
distributor network that includes industrial, auto parts, safety, sanitary
supply, chemical and paper distributors and environmental service
companies.  The Registrant supports the efforts of the industrial
distributors with specialized divisional sales personnel.

The Registrant also produces for the consumer market OIL-DRI Automotive, a
floor absorbent for home and garage use.  This product is sold through
automobile parts distributors and mass merchandisers.

Agrisorbents Product Group

The Registrant produces and markets a wide range of granular and powdered
mineral absorbent products that are used with crop protection chemicals,
animal feed, fertilizers and other horticultural applications.  Products
include AGSORB agricultural chemical carriers and drying agents; FLO-FRE,
a highly absorbent microgranule flowability aid; PEL-UNITE and
CONDITIONADE, pelleting aids, used in the manufacture of animal feeds, and
TERRA GREEN Soil Conditioner.

The AGSORB Carriers are used as mediums of distribution for crop
protection chemicals, including herbicides, fungicides, insecticides, and
fertilizers.  AGSORB customized carriers are designed to reduce dust and
to increase accuracy of application.  The Registrant's AGSORB Drying Agent
is used to prevent clogging in specialized farm machinery and enables
farmers to evenly apply granular fertilizers and liquid pesticides to their
fields in one application.  The Registrant has also developed AGSORB as a
blending agent for fertilizers and chemicals used in the lawn and garden
market.

Agricultural products are marketed in the United States by technical
salesmen employed by the Company who sell to crop protection chemical
manufacturers, feed producers and agricultural product distributors.  The
Registrant's principal customers for these products include the
agricultural groups of Monsanto, DowElanco and Zeneca.

Fluids Purification Products Group

Fluids purification products include PURE-FLO Bleaching Clays,
ULTRA-CLEAR clarification aids, and PURE-FLO Supreme.  These products are
supported by a team of technical sales and support representatives employed
by the Company and the services of the Registrant's research and
development group.  The products are marketed in the United States and
international markets.

PURE-FLO Bleaching Clays, used in the bleaching of edible oils, remove
impurities and color bodies from these oils.  The primary customers for
these products are refiners of food oils.  ULTRA-CLEAR Clarification Aid
is used as a filtration and purification medium for jet fuel and other
petroleum based oils.  This product adsorbs unwanted moisture and other
impurities, and is primarily sold to oil refiners.

Two new products introduced during the fiscal year, PERFORM and SELECT,
offer performance advances to refiners.  The Perform products are the next
generation of bleaching clays, providing increased activity for hard-to-
bleach oils.  The SELECT line of products is used earlier in the process
stream to remove a variety of impurities from edible oils.  SELECT can
also be used to replace the water wash step in the caustic refining of
edible oils.

Transportation Services

Oil-Dri Transportation Company leases or contracts for 104 tractors, 277
trailers, 210 covered rail hopper cars and other special use equipment for
the delivery of the Registrant's products in package and bulk form.
Through this subsidiary, the Registrant is better able to control freight
costs, maintain delivery schedules and assure equipment availability.
Oil-Dri Transportation Company primarily performs transportation services
for the Registrant on outbound movements from the Registrant's production
plants.  Oil-Dri Transportation Company also generates revenue from
transporting third parties' products on return trips.

Patents

Registrant has obtained or applied for patents for certain of its processes
and products. These patents expire at various times, beginning in 1996.
Patented processes and products are not material to Registrant's overall
business.

Foreign

SAULAR, manufactured and marketed by Favorite Products Company, Ltd., the
Registrant's wholly-owned Canadian subsidiary, is a leading brand of cat
litter sold in Canada.  Favorite Products Company, Ltd. also packages and
markets the SAULAR KAT-KIT which contains cat litter in a disposable tray.
Certain of the products sold in Canada are blends of clay and synthetic
sorbent materials.

The Registrant's wholly-owned subsidiary in England, Oil-Dri, U.K., LTD.,
packages clay granules produced by the Registrant's domestic manufacturing
facilities and, for certain applications, blends a synthetic sorbent
material which it manufactures locally.  Oil-Dri, U.K., LTD. markets these
products, primarily in the United Kingdom, as an oil and grease absorbent
and as a cat litter.

The Registrant's wholly-owned subsidiary in Switzerland, Oil-Dri S.A.,
performs various management, sales and administrative functions for the
Registrant and its foreign subsidiaries.

The Company's foreign operations are subject to the normal risks of doing
business overseas, such as currency devaluations and fluctuations,
restrictions on the transfer of funds and import/export duties.  The
Registrant to date has not been materially affected by these risks.

Backlog; Seasonality

At July 31, 1996 and 1995, Registrant's backlog of orders was approximately
$3,150,000 and $2,765,000 respectively.  The Registrant does not consider
its clay sorbent business, taken as a whole, to be seasonal to any material
extent.  However, certain business activities of certain customers of the
Registrant (such as agricultural) are subject to such factors as crop
acreage planted and product formulation cycles.

Customers

Sales to Wal-Mart Stores, Inc. and its affiliate Sam's Club accounted for
approximately 26% of the Registrant's net sales for the fiscal year ended
July 31, 1996.  Sales to The Clorox Company accounted for approximately 8%
of the Registrant's net sales for the fiscal year ended July 31, 1996.
Clorox and the Registrant are parties to a long term supply contract.  The
loss of any other of Registrant's customers would not have a materially
adverse effect on the Registrant.

Competition

Registrant has approximately seven principal competitors in the United
States, some of which have substantially greater financial resources than
the Company, which compete with the Registrant in certain markets and with
respect to certain products.  Price, service and technical support, product
quality and delivery are the principal methods of competition in
Registrant's markets and competition has historically been very vigorous.
The Registrant believes that it can compete favorably in all of its present
markets.

Reserves

Registrant mines sorbent materials, consisting of either montmorillonite,
attapulgite or diatomaceous earth on leased or owned land near its mills in
Mississippi, Georgia and Oregon, and on leased and owned land in Florida
(see "Item 2- Properties" below).  The Registrant estimates that its proven
recoverable reserves of these sorbent materials aggregate approximately
239,324,000 tons.  Based on its rate of consumption during the 1996 fiscal
year, Registrant considers its proven recoverable reserves adequate to
supply Registrant's needs for approximately 45 years.  It is the
Registrant's policy to attempt to add to reserves each year an amount at
least equal to the amount of reserves consumed in that year.  Registrant
has a program of exploration for additional reserves and, although reserves
have increased, Registrant cannot assure that such reserves will continue
to increase.  The Registrant's use of these reserves will be subject to
compliance with existing and future federal and state statutes and
regulations regarding mining and environmental compliance.  Also,
requirements for environmental compliance may restrict exploration or use
of lands that might otherwise be utilized as a source of reserves.  During
the fiscal year ended July 31, 1996, the Registrant utilized these reserves
to produce substantially all of the sorbent minerals that it sold.

In April 1991, the Registrant acquired mineral reserves on approximately
598 acres in Washoe County, Nevada.  The Registrant estimates that there
are 23 million tons of proven reserves of sorbent materials on this
acreage.  Mining these reserves requires the approval of federal, state and
local agencies, which approvals the Registrant is in the process of
seeking.  In the future, the Registrant hopes to develop facilities so as
to use these reserves as a source of supply for its West Coast customers.
However, there can be no assurance that this will be accomplished.

Mining Operations

The Registrant has conducted mining operations in Ripley, Mississippi since
1963; in Ochlocknee, Georgia since 1971; in Christmas Valley, Oregon since
1979; and in Blue Mountain, Mississippi since 1989.

The Registrant's raw materials are open pit mined on a year round basis,
generally using large earth moving scrapers and bulldozers to remove
overburden, and then loaded into dump trucks with backhoe or dragline
equipment for movement to the processing facilities.  The mining and
hauling of the Registrant's clay is performed by the Registrant and by
independent contractors.

The Registrant's current operating mines range in distance from immediately
adjacent to several miles from its processing plants.  Access to processing
facilities from the mining areas is generally by private road; and in some
instances public highways are utilized.

Each of the Registrant's processing facilities maintains stockpiles of
unprocessed clay of approximately one to three weeks production
requirements.

Proven reserves are those reserves for which (a) quantity is computed from
dimensions revealed in outcrops, trenches, workings or drill holes; grade
and/or quality are computed from results of detailed sampling, and (b) the
sites for inspection, sampling and measurement are spaced so closely and
the geologic character is so well defined that size, shape, depth and
mineral content of reserves are well established.  Probable reserves are
computed from information similar to that used for proven reserves, but the
sites for inspection, sampling, and measurement are farther apart or are
otherwise less adequately spaced.  The degree of assurance, although lower
than that for proven reserves, is high enough to assume continuity between
points of observation.

The Registrant employs a staff of geologists and mineral specialists who
estimate and evaluate existing and potential reserves in terms of quality,
quantity and availability.

The following schedule summarizes, for each of the Registrant's
manufacturing facilities the net book value of land and other plant and
equipment.

                                            PLANT AND
                            LAND            EQUIPMENT
                                   
Ochlocknee, Georgia         $1,784,543      $20,165,338
Ripley, Mississippi         $1,167,211      $14,764,925
Blue Mountain, Mississippi  $  915,523      $ 8,277,627
Christmas Valley, Oregon    $   68,044      $   607,393

Employees

As of July 31, 1996, the Registrant employed 670 persons, 55 of whom were
employed by the Registrant's foreign subsidiaries.  The Registrant's
corporate offices, research and development center and manufacturing
facilities are adequately staffed and no material labor shortages are
anticipated.  Approximately 29 of the Registrant's employees in the U.S.
and approximately 13 of the Registrant's employees in Canada are
represented by labor unions, which have entered into separate collective
bargaining agreements with the Company.  Employee relations are considered
satisfactory.

Environmental Compliance

The Registrant's mining and manufacturing operations and facilities in
Georgia, Mississippi and Oregon are required to comply with state strip
mining statutes and various federal, state and local statutes, regulations
and ordinances which govern the discharge of materials, water and waste
into the environment and restrict mining on "wetlands" or otherwise
regulate the Registrant's operations.  In recent years, environmental
regulation has grown increasingly stringent, a trend which the Registrant
expects will continue.  The Registrant endeavors to stay in substantial
compliance with applicable environmental controls and regulations and to
work with regulators to correct any deficiency.  As a result, expenditures
relating to environmental compliance have increased over the years,
however, in recent years expenditures have not been material.  The
Registrant continues, and will continue, to incur costs in connection with
reclaiming exhausted mining sites.  The costs of reclamation have not had a
material effect on its mining costs.  These costs are treated as part of
the Registrant's mining expense.

In addition to the environmental requirements relating to mining and
manufacturing operations and facilities, there is increasing federal and
state legislation and regulation with respect to the labeling, use, and
disposal after use, of various of the Registrant's products.  The
Registrant endeavors to stay in substantial compliance with that
legislation and regulation and to assist its customers in that compliance.

The Registrant cannot assure that, despite its best efforts, it will always
be in compliance with environmental legislation and regulations or with
requirements regarding the labeling, use, and disposal after use, of its
products; nor can it assure that from time to time enforcement of such
requirements will not have an adverse impact on its business.

Energy

The Registrant uses natural gas and fuel oil as energy sources for the
processing of its clay products.  In prior years, the Registrant has
switched from natural gas to fuel oil during the winter months due to the
seasonal unavailability and higher cost of natural gas relative to fuel
oil.  The Registrant also utilizes a significant amount of diesel fuel in
its transportation operation.

Research and Development

At the Registrant's research facility, the research and development staff
develops new products and applications and improves existing products.  The
staff and various consultants consist of geologists, mineralogists and
chemists.  In the past several years, the Registrant's research efforts
have resulted in a number of new sorbent products and processes including
PURE-FLO Supreme, PURE-FLO FP80, PERFORM, SELECT CAT'S PRIDE Scoopable
and LASTING PRIDE.  The technical center produces prototype samples and
tests new products for customer trial and evaluation.

Registrant spent approximately $2,026,000, $1,826,000 and $1,875,000 during
its fiscal years ended July 31, 1996, 1995 and 1994, respectively, for
research and development.  None of such research and development was
customer sponsored, and all research and development costs are expensed in
the year in which incurred.

Other

The Registrant holds approximately a 13% equity interest in Kamterter,
Inc., a research and development company located in Lincoln, Nebraska.
Kamterter applies biotechnology in the agricultural field and utilizes the
Registrant's clay products in a development-stage process to prime seeds.
At July 31, 1996, the Registrant's investment, at cost, in Kamterter was
approximately $752,000.  Although Kamterter has a substantial negative net
worth, during the year ended February 29, 1996, and in recent interim
periods, Kamterter began to generate operating profits.  While the
Registrant believes that Kamterters prospects have improved, Kamterter's
future financial condition and results of operations cannot be predicted.

Item 2.  PROPERTIES

Registrant's properties are generally described below:

                     LAND HOLDINGS & MINERAL RESERVES
                 LAND      LAND               PROVEN   PROBABLE      
                OWNED     LEASED    TOTAL    RESERVES  RESERVES   TOTAL
               (acres)   (acres)   (acres)    (000's    (000's    (000's
                                             of tons)  of tons)  of tons)
                                                
Geogia         1,484      1,804     3,288     44,305     8,436    52,741
                                               
Mississippi    2,134      1,423     3,557    130,358   116,673   247,031
Oregon         1,260      1,580     2,840     36,833     5,802    42,635
Florida          537        446       983      4,512     1,092     5,604
Nevada           598          -       598     23,316     2,976    26,292
Illinois           4          -         4          -         -         -
                                                  
               6,017      5,253    11,270    239,324   134,979   374,303

See Item 1.  Business-Reserves

There are no mortgages on the property owned by Registrant.  The
Mississippi, Georgia, Oregon and Florida land is used primarily for mining.
Parcels of such land are also sites of mills operated by Registrant.  The
Illinois land is the site of Registrant's research and development
facility.  The Registrant owns approximately one acre of land in Laval,
Quebec, Canada, which is the site of the processing and packaging facility
for the Registrant's Canadian subsidiary.

The Registrant's mining operations are conducted on leased or owned land.
The Georgia, Florida and Mississippi mining leases, with expiration dates
ranging from 1999 to 2053, no one of which is material, generally provide
for a lease term which continues as long as the Registrant pays a minimum
monthly rental.  This rental payment is applied against a royalty related
to the number of unprocessed, or in some cases processed, tons of mineral
extracted from the leased property.

The Registrant operates mills at Ripley, Mississippi, Ochlocknee, Georgia,
Christmas Valley, Oregon, and Blue Mountain, Mississippi; production and
packaging plants at Laval, Quebec, Canada and Wisbech, United Kingdom.
Registrant's facilities at Ripley, Mississippi; Ochlocknee, Georgia;
Christmas Valley, Oregon; Laval, Quebec, Canada and Wisbech, United Kingdom
are wholly owned by Registrant and Registrant's mill at Blue Mountain,
Mississippi is owned in-part by Registrant, with the balance leased as
herein after described.  Registrant is a party to leases that relate to
certain plant acquisition and expansion projects at the Registrant's mill
at Blue Mountain, Mississippi.  The Blue Mountain, Mississippi lease was
entered into with The Town of Blue Mountain, Mississippi in 1988 in
connection with the issuance by the Town of $7,500,000 in aggregate
principal amount of industrial revenue bonds, ($5,000,000 of which has been
subsequently retired), full payment of which is guaranteed by the
Registrant. Upon expiration of the leases in 2008, a subsidiary of the
Registrant has the right to purchase the leased property for $100 upon full
payment of the bonds.  The land on which the mill at Wisbech, United
Kingdom is located is leased pursuant to a long-term lease arrangement with
the Port Authority of Wisbech which expires in 2032.

All of Registrant's domestic mills, whether owned or leased, consist of
related steel frame, sheet steel covered or brick buildings of various
heights, with concrete floors and storage tanks.  The buildings occupy
approximately 208,000 square feet at Ripley, Mississippi, 247,000 square
feet at Ochlocknee, Georgia, 18,000 square feet at Christmas Valley, Oregon
and 140,000 square feet at Blue Mountain, Mississippi.  Registrant
maintains railroad siding facilities near the Ripley, Mississippi;
Ochlocknee, Georgia and Blue Mountain, Mississippi mills.  Equipment at all
mills is in good condition, well maintained and adequate for current
processing levels.

All of the Registrant's foreign facilities are owned and consist of related
steel frame, sheet steel covered or brick buildings of various heights,
with concrete floors and storage tanks.  The buildings occupy 22,500 square
feet at Laval, Quebec, Canada and 32,500 square feet at Wisbech, United
Kingdom.

Registrant's research and development facility is located on land in Vernon
Hills, Illinois and consists of brick buildings of approximately 19,100
square feet, including a pilot plant facility.

Registrant's principal office, consisting of approximately 20,000 square
feet in Chicago, Illinois, is presently occupied under a lease expiring on
June 30, 2008.

Item 3.  LEGAL PROCEEDINGS

There are no material pending legal proceedings.

Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not applicable.

Item 401(b) OF REGULATION S-K.  EXECUTIVE OFFICERS OF REGISTRANT

The following table gives certain information with respect to the Executive
Officers of the Registrant.

                         Principal Occupation           
    Name (5)             For Last Five Years              Age
                                                        
Richard M.          Chief Executive Officer and           60
Jaffee              Chairman of the Board of the
                    Registrant; President from 1960
                    to June, 1995.
                                                      
Daniel S. Jaffee    President and Chief Operating         32
(2)                 Officer of the Registrant since
                    June, 1995; Chief Executive
                    Officer of Favorite Products
                    Company, Ltd., a subsidiary of
                    the Registrant since 1990; Chief
                    Financial Officer of the
                    Registant from 1990 to 1995;
                    Group Vice President, Consumer
                    Products of the Registrant from
                    1994 to 1995; Group Vice
                    President Canadian Operations and
                    Consumer Products - Grocery from
                    1992 until June, 1994; Group Vice
                    President, Domestic and Canadian
                    Operations from December, 1990
                    until August, 1992.
                                                      
Joseph C. Miller    Vice Chairman of The Board of the     54
                    Registrant; Senior Vice President
                    for Consumer, Industrial &
                    Environmental and Transportation
                    from 1993 to 1995; Group Vice
                    President for Sales, Marketing
                    and Distribution, from 1990 to
                    1993.
                                                        
Louis T. Bland,     Secretary, Legal Counsel and          65
Jr. (3)             Director of Industrial Relations
                    of the Registrant. Assistant
                    Secretary and Legal Counsel and
                    Director of Industrial Relations
                    from 1991 to 1995.
                                                        
Norman B.           Vice President, International         60
Gershon (3)         Operations of the Registrant;
                    Managing Director of Oil-Dri,
                    S.A., a subsidiary of the
                    Registrant.
                                                        
Michael L.          Vice President & Chief Financial      46
Goldberg (3)        Officer of the Registrant since
                    May, 1996; Vice President &
                    Controller, Alberto-Culver USA,
                    Inc. from August 1991 until May,
                    1996.
                                                      
Richard V.          Group Vice President, Technology,     57
Hardin (1)(3)       of the Registrant.

         The term of each executive officer expires at the 1996 Annual
     Meeting of the Stockholders and when his successor is elected and
     qualified.
     
     (1) Richard V. Hardin is Richard M. Jaffee's son-in-law.
     
     (2) Daniel S. Jaffee is Richard M. Jaffee's son.
     
     (3) Each person listed in this table is a director of the
         Registrant except for Richard V. Hardin, Michael L. Goldberg,
         Louis T. Bland and Norman B. Gershon.

                                 PART II

Item 5.  MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
         SECURITY HOLDER MATTERS

Information concerning stock prices and dividends with regard to the Common
Stock of Registrant, which is traded on the New York Stock Exchange, and
information concerning dividends with regard to the Class B Stock of
Registrant, for which there is no established public trading market, and
Class A Common Stock, which is not outstanding is contained on page 34 
of the Annual Report under the caption "Common Stock" and is incorporated 
herein by this reference.  Registrant's ability to pay dividends is 
limited by the Registrant's Credit Agreement with Harris Trust and 
Savings Bank dated September 21, 1994. See Note 3 of "Notes to 
Consolidated Financial Statements" in the Annual Report, incorporated 
herein by reference.

Item 6.  SELECTED FINANCIAL DATA

See the "Five Year Summary of Financial Data" on page 13 of the Annual
Report, incorporated herein by reference.

Item 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS

See "Management's Discussion and Analysis of Financial Condition and
Results of Operations" on pages 14 to 17 of the Annual Report, incorporated
herein by reference.

Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

See "Consolidated Statements of Income," "Consolidated Statements of
Stockholders' Equity," "Consolidated Statements of Financial Position,"
"Consolidated Statements of Cash Flows," "Notes to Consolidated Financial
Statements" and "Independent Auditor's Report" on pages 18 to 34 of the
Annual Report, "Five Year Summary of Financial Data" on page 13 of the
Annual Report, and "Selected Quarterly Financial Data" on page 33 of the
Annual Report, incorporated herein by reference.

Item 9.  DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

                                 PART III

Item 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The information required by this item is (except for information in Part I,
hereof, concerning executive officers) contained in the Registrant's Proxy
Statement for its 1996 Annual Meeting of stockholders (Proxy Statement)
under the caption Election of Directors and is incorporated herein by
this reference.

Item 11. EXECUTIVE COMPENSATION

The information required by this Item is contained in the Registrant's
Proxy Statement under the captions Executive Compensation, Compensation
Committee Report on Executive Compensation, Compensation Committee
Interlocks and Insider Participation and Performance Graph and is
incorporated herein by this reference.

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The information required by this Item is contained in the Registrant's
Proxy Statement under the caption General - Principal Stockholders and
Election of Directors and is incorporated herein by this reference.

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information required by this Item is contained in the Registrant's
Proxy Statement under the caption Compensation Committee Interlocks and
Insider Participation and is incorporated herein by this reference.

                                PART IV

Item 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
          ON FORM 8-K

(a)(1) The following financial statements are contained on pages 18 to 33
of the Annual Report and are incorporated herein by this reference:

     Consolidated Statements of Financial Position as of July 31,
     1996 (audited) and July 31, 1995 (audited).
     
     Consolidated Statements of Income for the fiscal years ended
     July 31, 1996 (audited), July 31, 1995 (audited) and July 31,
     1994 (audited).
     
     Consolidated Statements of Stockholders' Equity for the fiscal
     years ended July 31, 1996 (audited), July 31, 1995 (audited) and
     July 31, 1994 (audited).
     
     Consolidated Statements of Cash Flows for the fiscal years ended
     July 31, 1996 (audited), July 31, 1995 (audited) and July 31,
     1994 (audited).
     
     Notes to Consolidated Financial Statements.
     
     Independent Auditor's Report.
     
(a)(2) The following financial statement schedules are contained
herein:
     
     Independent Auditor's Report on Schedules.
     
     Schedules to Financial Statements, as follows:

     Schedule VIII - Valuation and Qualifying Accounts, years ended
     July 31, 1996, 1995 and 1994.

(a)(3) The following documents are exhibits to this Report:
   
              (3)(a)1   Articles of Incorporation of
                        Registrant, as amended.
     
              (3)(b)2   By-Laws of Registrant, as amended of June 16,
                        1995.
     
              (10)(b)3  Guaranty Agreement, dated as of
                        September 1, 1982, between Registrant and
                        Continental Illinois National Bank and Trust
                        Company of Chicago.
     
           (10)(c)(1)4  Agreement ("Clorox Agreement")
                        dated January 12, 1981 between The Clorox
                        Company and Registrant, as amended.
                        (Confidential treatment of certain portions of
                        this Exhibit has been granted.)

           (10)(c)(2)5  Amendment to Clorox Agreement
                        dated March 3, 1989, as accepted by the
                        Registrant on March 20, 1989, between The
                        Clorox Company and the Registrant.
                        (Confidential treatment of certain portions of
                        this Exhibit has been granted.)
     
           (10)(c)(3)6  Amendment to Clorox Agreement
                        dated February 14, 1991, between The Clorox
                        Company and Registrant (Confidential treatment
                        of certain portions of this Exhibit has been
                        granted).
     
              (10)(d)7  Description of 1987 Executive
                        Deferred Compensation Program.*
     
              (10)(e)8  Salary Continuation Agreement dated
                        August 1, l989 between Richard M. Jaffee and
                        the Registrant.*
     
              (10)(f)9  1988 Stock Option Plan.
     
             (10)(g)10  Note Agreement, dated April 5, 1991,
                        between Registrant and the Teacher's Insurance
                        and Annuity Association of America regarding
                        $8,000,000 9.38% Senior Notes due November 15,
                        2001.
     
             (10)(h)11  Note Agreement, dated as of April
                        15, 1993, between Registrant and the Teacher's
                        Insurance and Annuity Association of America
                        regarding $6,500,000 7.17% Senior Notes due
                        August 15, 2004.
     
             (10)(i)12  Credit Agreement, dated as of
                        September 21, 1994, between Registrant and
                        Harris Trust and Savings Bank regarding
                        $5,000,000 7.78% Term Loan Note and $5,000,000
                        Revolving Credit Note.
     
            (10) (j)13  The Oil-Dri Corporation of America
                        Deferred Compensation Plan adopted November
                        15, 1995 and related resolution.
     
              (10) (k)  Oil-Dri Corporation of America 1995
                        Long Term Incentive Plan.
     
              (10) (l)  $10,000,000 unsecured line of credit
                        agreement dated as of July 25, 1996 between
                        Registrant and Harris Trust and Savings Bank.

                   (11) Statement re: computation of per share
                        earnings.
     
                   (13) 1996 Annual Report to Stockholders of
                        Registrant.
     
                   (22) Subsidiaries of Registrant.
     
                   (24) Consent of Blackman Kallick Bartelstein.
    
                   (27) Financial Data Schedule.
     
         *Management contract or compensatory plan or arrangement.
         
         The Registrant agrees to furnish the following agreements
         upon the request of the Commission:
     
         Exhibit 4(b)   Letter of Credit Agreement,
                        dated as of October 1, 1988 between Harris
                        Trust and Savings Bank and Blue Mountain
                        Production Company in the amount of $2,634,590
                        in connection with the issuance by Town of
                        Blue Mountain, Mississippi of Variable/Fixed
                        Rate Industrial Development Revenue Bonds,
                        Series 1988 B (Blue Mountain Production
                        Company Project) in the aggregate principal
                        amount of $2,500,000 and related Indenture of
                        Trust, Lease Agreement, Remarketing Agreement
                        and Guaranties.
     
           (b)          No reports on Form 8-K were filed by Registrant with
                        the Commission during the last fiscal quarter of 
                        the fiscal year ended July 31, 1996.

     
     SIGNATURES
     
     Pursuant to the requirements of Section 13 or 15(d) of the
     Securities Exchange Act of 1934, the Registrant has duly caused
     this report to be signed on its behalf by the undersigned,
     thereunto duly authorized.
     
                                  OIL-DRI CORPORATION OF AMERICA
                                            (Registrant)

                                  By  /s/Richard M. Jaffee
                                     Richard M. Jaffee,
                                     Chief Executive Officer

     Dated:  October 18, 1996

     Pursuant to the requirements of the Securities Exchange Act of
     1934, this report has been signed below by the following persons
     on behalf of the Registrant and in the capacities and on the
     dates indicated:

     /s/Richard M. Jaffee              October 18, 1996
     Richard M. Jaffee
     Chief Executive Officer
         Director

     /s/Daniel S. Jaffee               October 18, 1996
     Daniel S. Jaffee
     President and Chief Operating Officer
         Director

     /s/Michael L. Goldberg            October 18, 1996
     Michael L. Goldberg
     Vice President and Chief Financial
         Officer
     Principal Financial Officer

                                       October 18, 1996
     Robert D. Jaffee
         Director

     /s/Ronald B. Gordon               October 18, 1996
     Ronald B. Gordon
         Director

     /s/J. Steven Cole                 October 18, 1996
     J. Steven Cole
         Director

     
     /s/Joseph C. Miller               October 18, 1996
     Joseph C. Miller
         Director

     /s/Edgar D. Jannotta              October 18, 1996
     Edgar D. Jannotta
          Director

     /s/Paul J. Miller                 October 18, 1996
     Paul J. Miller
          Director

     /s/Haydn H. Murray                October 18, 1996
     Haydn H. Murray
          Director

     /s/Allan H. Selig                 October 18, 1996
     Allan H. Selig
          Director

                INDEPENDENT AUDITOR'S REPORT ON SCHEDULES

     
     Board of Directors
     Oil-Dri Corporation of America
     Chicago, Illinois

     
     
     In connection with our audit of the consolidated financial
     statements of OIL-DRI CORPORATION OF AMERICA AND SUBSIDIARIES as
     of July 31, 1996 and 1995 and for each of the three years in the
     period ended July 31, 1996, which report thereon dated August 30,
     1996 is incorporated by reference in this Annual Report on Form
     10-K, we also examined the financial statement schedule listed
     in the accompanying index at Item 14(A)(2).  In our opinion,
     this financial statement schedule presents fairly, when read in
     conjunction with the related consolidated financial statements,
     the financial data required to be set forth therein.

     

     
     
      August 30, 1996

_______________________________
    1Incorporated by reference to Exhibit (3) to Registrant's
     Quarterly Report on Form 10-Q for the quarter ended January 31, 1995.

    2Incorporated by reference to Exhibit (3)(b) to Registrant's
     Annual Report on Form 10-K for the fiscal year ended July 31,
     1995.
     
    3Incorporated by reference to Exhibit (4)(b) to Registrant's
     Annual Report on Form 10-K for the fiscal year ended July 31,
     1982.
     
    4Incorporated by reference to Exhibit 10(f) to Registrant's
     Registration Statement on Form S-2 (Registration No. 2-97248)
     made effective on May 29, 1985.
     
    5Incorporated   by  reference  to  Exhibit   10(e)(2)   to
     Registrant's Annual Report on Form 10-K for the fiscal year ended
     July 31, 1989.
     
    6Incorporated by reference to Exhibt 10(e)(3) to Registrant's 
     Annual Report on Form 10-K for the fiscal year ended July 31, 1991.
     
    7Incorporated by reference to Exhibit 10(f) to Registrant's
     Annual Report on Form 10-K for the fiscal year ended July 31,
     1988.
     
    8Incorporated by reference to Exhibit 10(g) to Registrant's
     Annual  Report  on Form 10-K for the fiscal year ended  July  31,
     1989.
     
    9Incorporated by reference to Exhibit 4(a) to Registrant's
     Registion Statement on Form S-8, filed June 30, 1989, Registration
     No.l 33-29650.

  10 Incorporated by reference to Exhibit 10(h) to Registrant's
     Annual Report on Form 10-K for the fiscal yer ended July 31, 1991.

  11 Incorporated by reference to Exhibit 10(i) to Registrant's
     Annual Report on Form 10-K for the fiscal year ended July 31, 1993.

  12 Incorporated by reference to Exhibit 10i to Registrant's Annual
     Report on Form 10-K for the fiscal year ended July 31, 1994.

  13 Incorporated by reference to Exhibit 10(j) to Registrant's
     Annual Report on Form 10-K for the year ended July 31, 1995.

                                                             EXHIBIT 10 (K)

                                     

                                     

                                     

                                     

                                     
                       OilDri Corporation of America
                                     
                       1995 Long Term Incentive Plan
                                     
                             TABLE OF CONTENTS

1.Establishment, Purpose and Effective Date and Termination of the Oil-Dri
  Corporation of America
  1988 Stock Option Plan
  (a) Establishment                                                 
  (b) Purpose
  (c) Effective Date                                                         
  (d) Termination of Oil-Dri Corporation of America 1988 Stock Option Plan  

2.Definitions     

3.Scope of Plan
  (a) Number of Shares Available Under the Plan 
  (b) Reduction in the Available Shares in Connection with Award Grants
  (c) Effect of the Expiration or Termination of Awards
  (d) Maximum Number of Options and Stock Appreciation Rights to any
      Individual Grantee

4.Administration
  (a) Committee Administration
  (b) Board Reservation and Delegation
  (c) Committee Authority
  (d) Committee Determinations Final

5.Eligibility                                                   

6.Conditions to Grants                                          
  (a) General Conditions
  (b) Grant Options and Option Price
  (c) Grant of Incentive Stock Options
  (d) Grant of Shares of Restricted Stock
  (e) Grant of Stock Appreciation Rights
  (f) Grant of Performance Units and Performance Shares
  (g) Grant of Phantom Stock
  (h) Grant of Stock Bonuses
  (i)Tandem Awards
  (j)Performance Goals 

7.Non-transferability

8.Exercie
  (a) Exercise of Options     
  (b) Exercise of Stock Appreciation Rights
  (c) Exercise of Performance Units
  (d) Payment of Performance Shares
  (e) Payment of Phantom Stock Awards 
  (f) Full Vesting Upon Change of Control      
  (g) Pooling of Interest
  (h) Special Rules for Section 16 Grantees
  (i) Exercise, Cancellation, Expiration or Forfeiture of Tandem Awards

9.Effect of Certain Transactions                                

10.Mandatory Withholding Taxes                                   

11.Termination of Employment                                     

12.Securities Law Matters                                       

13.No Funding Required                                           

14.No Employment Rights                                          

15.Rights as a Stockholder                                      

                        TABLE OF CONTENTS (CONT'D)
                                     
16.Nature of Payments                                            

17.Non-Uniform Determinations                                    

18.Adjustments                                                   

19.Amendment of the Plan                                         

20.Termination of the Plan                                       

21.No Illegal Transactions                                       

22.Governing Law                                                 

23.Severability                                                  

1.   Establishment, Purpose and Effective Date and Termination of the Oil-
Dri Corporation of America 1988 Stock Option Plan.

  (a) Establishment.  The Company hereby establishes the Oil-Dri Corporation of
America 1995 Long-Term Incentive Plan (Plan).

  (b) Purpose.  The primary purpose of the Plan is to provide a means by which 
key employees of the Company and its Subsidiaries can acquire and maintain
stock ownership, thereby strengthening their commitment to the success of
the Company and its Subsidiaries and their desire to remain employed by the
Company and its Subsidiaries, focusing their attention on managing the
Company as an equity owner, and aligning their interests with those of the
Company's stockholders.  The Plan also is intended to attract and retain
key employees and to provide such employees with additional incentive and
reward opportunities designed to encourage them to enhance the profitable
growth of the Company and its Subsidiaries.

  (c) Effective Date.  The Plan shall become effective upon its adoption by the 
Board, subject to the approval of the votes of a majority of the shares of 
Common Stock and Class B Stock of the Company voting together present or
represented by proxy at the 1995 annual meeting of stockholders.  Until
such approval shall have been obtained, no Option, stock appreciation
right, or performance unit shall be exercised, no stock bonus shall be
granted, no performance share shall be paid, and no shares of restricted
stock shall become nonforfeitable.  If such shareholder approval is not
obtained at the 1995 annual meeting of shareholders, all Awards shall
automatically become null and void and no further Awards shall be granted.

  (d) Termination of the Oil-Dri Corporation of America 1988 Stock Option Plan.
Effective upon stockholder approval of this Plan, the Oil-Dri Corporation
of America 1988 Stock Option Plan shall terminate and the shares of Stock
allotted for stock option grants under that plan, which are not the subject
of outstanding options granted under that plan, shall not be available for
the granting of any further options or other awards under that plan or any
other employee or director plan or arrangement of the Company.  The options
outstanding under the Oil-Dri Corporation of America 1988 Stock Option Plan
shall remain outstanding and exercisable in accordance with their
respective terms.

2.   Definitions.  As used in the Plan, terms defined parenthetically
immediately after their use shall have the respective meanings provided by
such definitions and the terms set forth below shall have the following
meanings (such meanings to be equally applicable to both the singular and
plural forms of the terms defined):

    (a) Award means Options, shares of restricted Stock, stock appreciation 
  rights, performance units, or performance shares stock bonuses or shares of
  phantom stock granted under the Plan.

    (b) Award Agreement means the written agreement by which an Award is 
  evidenced.

    (c) Beneficial Owner, Beneficially Owned, Beneficially Owning, and
  Beneficial Ownership shall have the meanings applicable under Rule 13d-
  3 promulgated under the 1934 Act.

    (d) Board means the board of directors of the Company.

    (e) Change in Capitalization means any increase or reduction in the 
  number of shares of Stock, or any change in the shares of Stock or exchange 
  of shares of Stock for a different number or kind of shares or other 
  securities by reason of a stock dividend (either as a dividend of the same 
  class of Stock or as a dividend of a different class of Stock), stock split,
  reverse stock split, share combination, reclassification, recapitalization, 
  merger, consolidation, spin-off, split-up, reorganization, issuance of 
  warrants or rights, liquidation, exchange of shares, repurchase of shares, 
  change in corporate structure, or similar event, of or by the Company.

    (f) Change of Control means any of the following

       (i) Class B Stock together with the Common Stock held by the
           Beneficial Owner of the Class B Stock, has less than 50% of the 
           Voting Power of the Company, and

           (A) the acquisition by any person or group of Beneficial Ownership 
               of stock possessing more than 20% of the Voting Power of the
               Company, except that (i) no such person or group shall be
               deemed to own beneficially (a) any securities acquired
               directly from the Company pursuant to a written agreement
               with the Company, or (b) any securities held by the Company
               or a Subsidiary or any employee benefit plan (or any related
               trust) of the Company or a Subsidiary, and (ii) no Change of
               Control shall be deemed to have occurred solely by reason of
               any such acquisition by a corporation with respect to which,
               after such acquisition, more than 60% of both the then-
               outstanding common shares of such corporation and the Voting
               Power of such corporation are then Beneficially Owned,
               directly or indirectly, by the persons who were the
               Beneficial Owners of the Stock and voting securities of the
               Company immediately before such acquisition in substantially
               the same proportions as their ownership, immediately before
               such acquisition, of the then outstanding Stock or the Voting
               Power of the Company, as the case may be; or
       
           (B) individuals who, as of the Effective Date, constitute the
               Board (the Incumbent Board) cease for any reason to
               constitute at least a majority of the Board; provided that
               any individual who becomes a director after the Effective
               Date whose election or nomination for election by the
               Company's stockholders was approved by a vote of at least two-
               thirds of the directors then comprising the Incumbent Board
               shall be considered as though such individual were a member
               of the Incumbent Board, but excluding, for this purpose, any
               such individual whose initial assumption of office is in
               connection with an actual or threatened election contest
               relating to the election of the directors of the Company (as
               such terms are used in Rule 14a-11 under the 1934 Act); or
       
       (ii) approval by the stockholders of the Company of (A) a merger,
            reorganization or consolidation with respect to which the
            individuals and entities who were the respective Beneficial
            Owners of the Stock and Voting Power of the Company
            immediately before such merger, reorganization or
            consolidation do not, immediately after such merger,
            reorganization or consolidation, beneficially own, directly or
            indirectly, more than 60% of, respectively, the then
            outstanding common shares and the Voting Power of the
            corporation resulting from such merger, reorganization or
            consolidation, (B) a liquidation or dissolution of the Company
            or (C) the sale or other disposition of all or substantially
            all of the assets of the Company.

      For purposes of this definition, person means such terms as used
   in SEC Rule 13d-5(b) under the 1934 Act, and group means two or more
   persons acting together in such a way to be deemed a person for
   purposes of Section 13(d) of the 1934 Act.

      Notwithstanding the foregoing, a Change of Control shall be deemed
   not to have occurred with respect to any Grantee if such Grantee is, by
   written agreement, a participant on such Grantee's own behalf in a
   transaction in which the persons (or their affiliates) with whom such
   Grantee has the written agreement cause the Change of Control to occur
   and, pursuant to the written agreement, the Grantee has or is to
   acquire an equity interest in the resulting entity.

    (g) Committee means the committee of the Board appointed pursuant to
  Article 4.

    (h) Company  means Oil-Dri Corporation of America, a Delaware 
  corporation.

    (i) Disability means for purposes of the exercise of an incentive stock
  option, a disability within the meaning of Section 22(e)(3) of the Code,
  and for all other purposes, a mental or physical condition which, in the
  opinion of the Committee, renders a Grantee unable or incompetent to
  carry out the job responsibilities which such Grantee held or the duties
  to which such Grantee was assigned at the time the disability was
  incurred, and which is expected to be permanent or for an indefinite
  duration.

    (j) Effective Date means  the date that the Plan is adopted by the Board.

    (k) Fair Market Value of any security of the Company or any other issuer 
  means, as of any applicable date:

         (i) if the security is listed for trading on the New York Stock 
       Exchange, the closing price, regular way, of the security as reported 
       on the New York Stock Exchange Composite Tape, or if no such reported 
       sale of the security shall have occurred on such date, on the next
       preceding date on which there was such a reported sale, or

         (ii) if the security is not so listed, but is listed on another 
       national securities exchange or authorized for quotation on the 
       National Association of Securities Dealers Inc.'s NASDAQ National 
       Market Systems (NASDAQ/NMS), the closing price, regular way, of the
       security on such exchange or NASDAQ/NMS, as the case may be, or if
       no such reported sale of the security shall have occurred on such
       date, on the next preceding date on which there was such a reported
       sale, or

        (iii) if the security is not listed for trading on a national 
       securities exchange or authorized for quotation on NASDAQ/NMS, the 
       average of the closing bid and asked prices as reported by the National
       Association of Securities Dealers Automated Quotation System
       (NASDAQ) or, if no such prices shall have been so reported for
       such date, on the next preceding date for which such prices were so
       reported, or

        (iv) if the security is not listed for trading on a national securities
       exchange or is not authorized for quotation on NASDAQ/NMS or
       NASDAQ, the fair market value of the Common Stock of the Company as
       determined in good faith by the above terms.

   (l) Grant Date means the date of  grant of an Award determined in 
  accordance with Article 6.

   (m) Grantee means an individual who has been granted an Award.

   (n) Incentive Stock Option means an Option satisfying the requirements 
  of Section 422 of the Internal Revenue Code and designated by the
  Committee as an Incentive Stock Option.

   (o) Internal Revenue Code means the Internal Revenue Code of 1986, as 
  amended, and regulations and rulings thereunder.  References to a 
  particular Section of the Internal Revenue Code shall include references 
  to successor provisions.

   (p) Measuring Period has the meaning specified in Article 6(f)(ii)(B).

   (q) Minimum Consideration means the $.10 par value per share of Stock or 
  such larger amount determined pursuant to resolution of the Board to be
  capital within the meaning of Section 154 of the Delaware General
  Corporation Law.

   (r) 1934 Act means the Securities Exchange Act of 1934, as amended.

   (s) Nonqualified Stock Option means an Option which is not an Incentive
  Stock Option or other type of statutory stock option under the Internal
  Revenue Code.

   (t) Option means an option to purchase Stock granted under the Plan.

   (u) Option Price means the per share purchase price of (i) Stock subject 
  to an Option or (ii) restricted Stock subject to an Option.

   (v) Performance Goals has the meaning set forth in Article 6(j).

   (w) Performance Percentage has the meaning specified in Article
  6(f)(ii)(C).

   (x) Person means a person within the meaning of Sections 13(d) or 14(d) 
  of the 1934 Act.

   (y) Plan has the meaning set forth in Article 1(a).

   (z) SEC means the Securities and Exchange Commission.

  (aa) Section 16 Grantee means a person subject to potential liability 
  with respect to equity securities of the Company under Section 16(b) of 
  the 1934 Act.

  (bb) Stock means Class A Common Stock or if no Class A Common Stock is 
  issued and publicly traded on any securities market described in Article 2(k)
  above, then Common Stock par value $.10 per share, of the Company.
  Class A Common Stock, Class B Stock and Common Stock shall have the
  meaning as provided in the Company's Certificate of Incorporation.

  (cc) Subsidiary means for purposes of grants of incentive stock options, a
  corporation as defined in Section 424(f) of the Internal Revenue Code,
  with the Company being treated as the employer corporation for purposes
  of this definition and, for all other purposes , a corporation with
  respect to which the Company owns, directly or indirectly, 25% or the
  then-outstanding common shares.

  (dd) 10% Owner means a person who owns stock (including stock treated as 
  owned under Section 424(d) of the Internal Revenue Code) possessing more 
  than 10% of the Voting Power of the Company.

  (ee) Termination of Employment occurs the first day on which an individual
  is for any reason no longer employed by the Company or any of its
  Subsidiaries, or with respect to an individual who is an employee of a
  Subsidiary, the first day on which the Company no longer owns Voting
  Securities possessing at least 25% of the Voting Power of such
  Subsidiary.

  (ff) Voting Power means the combined voting power of the then outstanding 
  Voting Securities.

  (gg) Voting Securities means, with respect to the Company or any 
  Subsidiary, any securities issued by the Company or such Subsidiary, 
  respectively, which generally entitle the holder thereof to vote for the 
  election of directors of the Company.

3.   Scope of the Plan.

   (a) Number of Shares Available Under the Plan.  The maximum number of 
  shares of Stock that may be made the subject of Awards granted under the 
  Plan is 500,000 (or the number and kind of shares of Stock or other 
  securities to which such shares of Stock are adjusted upon a Change in 
  Capitalization pursuant to Article 18).  The Company shall reserve for 
  the purpose of the Plan, out of its authorized but unissued shares of
  Stock or out of shares held in the Company's treasury, or partly out of 
  each, such number of shares as shall be determined by the Board.  The 
  Board shall have the authority to cause the Company to purchase from time 
  to time shares of Stock to be held as treasury shares and used for or in
  connection with Awards.

   (b) Reduction in the Available Shares in Connection with Awards Grants.  
  Upon the grant of an Award, the number of shares of Stock available under 
  Article 3(a) for the granting of further Awards shall be reduced as follows:

      (i) Performance Units Denominated in Dollars.  In connection with the
     granting of each performance unit denominated in dollars, the number
     of shares of Stock available under Article 3(a) for the granting of
     further Awards shall be reduced by the quotient of (x) the dollar
     amount represented by the performance unit divided by (y) the Fair
     Market Value of a share of Stock on the date immediately preceding the
     Grant Date of the performance unit.

     (ii) Other Awards.  In connection with the granting of each Award, 
     other than a performance unit denominated in dollars, the number of 
     shares of Stock available under Article 3(a) for the granting of 
     further Awards shall be reduced by a number of shares equal to the 
     number of shares of Stock in respect of which the Award is granted or 
     denominated.

    Notwithstanding the foregoing, where two or more Awards are granted
  with respect to the same shares of Stock, such shares shall be taken
  into account only once for purposes of this Article 3(b).

   (c) Effect of the Expiration or Termination of Awards.  If and to the 
  extent an Award expires, terminates or is canceled or forfeited for any 
  reason without having been exercised in full (including, without limitation, 
  a cancellation of an Option pursuant to Article 4(c)(vi)), the shares of
  Stock associated with the expired, terminated, canceled or forfeited
  portion of the Award (to the extent the number of shares available for
  the granting of Awards was reduced pursuant to Article 3(b)) shall again
  become available for Awards under the Plan.

    Notwithstanding anything contained in this Article 3, the number of
  shares of Stock available for Awards at any time under the Plan shall be
  reduced to such lesser amount as may be required pursuant to the methods
  of calculation necessary so that the exemptions provided pursuant to
  Rule 16b-3 under the 1934 Act will continue to be available for
  transactions involving all current and future Awards.  In addition,
  during the period that any Awards remain outstanding under the Plan the
  Committee may make good faith adjustments with respect to the number of
  shares of Stock attributable to such Awards for purposes of calculating
  the maximum number of shares available for the granting of future Awards
  under the Plan, provided that following such adjustments the exemptions
  provided pursuant to Rule 16b-3 under the 1934 Act will continue to be
  available for transactions involving all current and future Awards.

   (d) Maximum Number of Options and Stock Appreciation Rights to any 
  Individual Grantee.  No individual Grantee may be granted Options and stock
  appreciation rights to purchase more than one-fourth of the maximum
  number of shares of Stock that may be made subject of Awards under the
  Plan as set forth in Article 3(a).

4.   Administration.

  (a) Committee Administration.  Subject to Article 4(b), the Plan shall be 
administered by the Committee, which shall consist of not less than three 
disinterested persons within the meaning of Rule 16b-3 under the 1934 Act; 
provided, however, that the membership of the Committee shall be subject to 
such changes (including, if appropriate, a change in the minimum number of
members of the Committee) as the Board deems appropriate and permissible to
permit transactions pursuant to the Plan to be exempt from potential
liability under Section 16(b) of the 1934 Act.

  (b) Board Reservation and Delegation.  The Board may, in its discretion, 
reserve to itself or delegate to another committee of the Board any or all 
of the authority and responsibility of the Committee with respect to Awards to
Grantees who are not Section 16 Grantees at the time any such delegated
authority or responsibility is exercised.  Such other committee may consist
of one or more directors who may, but need not be, officers or employees of
the Company or of any of its Subsidiaries.  To the extent that the Board
has reserved to itself or delegated the authority and responsibility of the
Committee to such other committee, all references to the Committee in the
Plan shall be to the Board or to such other committee.

  (c) Committee Authority.  The Committee shall have full and final 
authority, in its discretion, but subject to the express provisions of the 
Plan, as follows:

       (i) to grant Awards,

      (ii) to determine (A) when Awards may be granted and (B) whether or not
     specific Awards shall be identified with other specific Awards, and if
     so, whether they shall be exercisable cumulatively with, or
     alternatively to, such other specific Awards,

     (iii) to interpret the Plan and to make all determinations necessary or
     advisable for the administration of the Plan,

      (iv) to prescribe, amend, and rescind rules and regulations relating
     to the Plan, including without limitation, rules with respect to the
     exercisability and non-forfeitability of Awards upon the Termination
     of Employment of a Grantee,

      (v) to determine the terms and provisions of the Award Agreements,
     including Performance Goals, if any, which need not be identical and,
     with the consent of the Grantee, to modify any such Award Agreement at
     anytime, provided that the consent of the Grantee shall not be
     required for any amendment which (A) does not adversely affect the
     rights of the Grantee, or (B) is necessary or advisable (as determined
     by the Committee) to carry out the purpose of the Award as a result of
     any new or change in existing applicable law, regulation, ruling or
     judicial decision; provided that any such change shall be applicable
     only to Awards which have not been exercised;

     (vi) to cancel, with consent of the Grantee, outstanding Awards,

     (vii) to accelerate or extend (subject to Article 6(a)(ii)) the time 
     during which any Award or Grant of Award may be exercised and to 
     accelerate or waive any or all of the restrictions and conditions 
     applicable to, any Award,

     (viii) to make such adjustment or modifications to Awards to Grantees 
     working outside the United States as are necessary and advisable to 
     fulfill the purposes of the Plan,

     (ix) to authorize any action of or make any determination by the
     Company as the Committee shall deem necessary or advisable for
     carrying out the purposes of the Plan, and

     (x) to impose such additional conditions, restrictions, and
     limitations upon the grant, exercise or retention of Awards as the
     Committee may, before or concurrently with the grant thereof deem
     appropriate, including, without limitation, requiring simultaneous
     exercise of related identified Awards, and limiting the percentage of
     Awards which may from time to time be exercised by a Grantee.

  (d) Committee Determinations Final.  The determination of the Committee on 
all matters relating to the Plan or any Award Agreement shall be conclusive 
and final.  No member of the Committee shall be liable for any action or 
determination made in good faith with respect to the Plan or any Award.

  5. Eligibility.  Awards may be granted to any employee of the Company or
any of its Subsidiaries.  In selecting the individuals to whom Awards may
be granted, as well as in determining the number of shares of Stock subject
to, and the other terms and conditions applicable to, each Award, the
Committee shall take into consideration such factors as it deems relevant
in promoting the purposes of the Plan.

  6. Conditions to Grants.

  (a) General Conditions.

    (i) The Grant Date of an Award shall be the date on which the Committee 
  grants the Award or such later date as specified in advance by the Committee.

   (ii) The term of each Award (subject to Article 6(c) with respect to 
  Incentive Stock Options) shall be a period of not more than ten years from 
  the Grant Date, and shall be subject to earlier termination as provided 
  herein or in the applicable Award Agreement.

   (iii) The Committee may grant Awards with terms and conditions which 
  differ among the Grantees thereof.  To the extent not set forth in the 
  Plan, the terms and conditions of each Award shall be set forth in an Award
  Agreement.

  (b) Grant of Options and Option Price.  The Committee may, in its
  discretion, grant Options to acquire unrestricted Stock or restricted
  Stock to any employee eligible under Article 5 to receive Awards.  No
  later than the Grant Date of any Option, the Committee shall determine
  the Option Price which shall not be less than 100% of the Fair Market
  Value of the Stock on the Grant Date.

  (c) Grant of Incentive Stock Options.  At the time of the grant of
  any Option, the Committee may designate that such Option shall be an
  Incentive Stock Option.  Any Option designated as an Incentive Stock
  Option:

    (i) shall have an Option Price of (A) not less than 100% of the
  Fair Market Value of the Stock on the Grant Date or (B) in the case of a
  10% Owner, not less than 110% of the Fair Market Value of the Stock on
  the Grant Date;

   (ii) shall have a term of not more than ten years (five years, in
  the case of 10% Owner) from the Grant Date, and shall be subject to
  earlier termination as provided herein or in the applicable Award
  Agreement;

  (iii) shall not have an aggregate Fair Market Value (determined for
  each Incentive Stock Option at its Grant Date) of Stock with respect to
  which Incentive Stock Options are exercisable for the first time by such
  Grantee during any calendar year (under the Plan and any other employee
  stock option plan of the Grantee's employer or any parent or subsidiary
  thereof (other Plans)), determined in accordance with the provisions
  of Section 422 of the Internal Revenue Code, which exceeds $100,000 (the
  $100,000 Limit);

  (iv) shall, if, with respect to any grant, the aggregate Fair Market
  Value of Stock (determined on the Grant Date) of all Incentive Stock
  Options previously granted under the Plan and any Other Plans (Prior
  Grants) and any Incentive Stock Options under such grant (the Current
  Grant) which are exercisable for the first time during any calendar
  year would exceed the $100,000 Limit, be exercisable as follows:

      (A) the portion of the Current Grant exercisable for the first
   time by the Grantee during any calendar year which would be, when added
   to any portions of any Prior Grants exercisable for the first time by
   the Grantee during such calendar year with respect to Stock which would
   have an aggregate Fair Market Value (determined as of the respective
   Grant Date for such Options) in excess of the $100,000 Limit shall,
   notwithstanding the terms of the Current Grant, be exercisable for the
   first time by the Grantee in the first subsequent calendar year or
   years in which it could be exercisable for the first time by the
   Grantee when added to all Prior Grants without exceeding the $100,000
   Limit; and

      (B) if, viewed as of the date of the Current Grant, any portion
   of a Current Grant could not be exercised under the provisions of
   Article 6(c)(iv)(A) during any calendar year commencing with the
   calendar year in which it is first exercisable through and including
   the last calendar year in which it may by its terms be exercised, such
   portion of the Current Grant shall not be an Incentive Stock Option,
   but shall be exercisable as a separate Nonqualified Stock Option at
   such date or dates as are provided in the Current Grant;

    (v) shall be granted within ten years from the earlier of the date
  of the Plan is adopted by the Board or the date the Plan is approved by
  the stockholders of the Company; and

   (vi) shall require the Grantee to notify the Committee of any
  disposition of any Stock issue pursuant to the exercise of the Incentive
  Stock Option under the circumstances described in Section 421(b) of the
  Internal Revenue Code (relating to certain disqualifying dispositions)
  within ten days of such disposition.

  (d) Grant of Shares of Restricted Stock.

    (i) The Committee may, in its discretion, grant shares of
  restricted Stock to any employee eligible under Article 5 to receive
  Awards.

    (ii) Shares of restricted Stock will be Class A Common Stock or if
  no Class A Common Stock is publicly traded on any securities market
  described in Article 2(k) on the Grant Date of such shares of restricted
  Stock, then such shares of restricted Stock shall be Common Stock.

    (iii) Before the grant of any shares of restricted Stock, the
  Committee shall determine, in its discretion:

      (A) whether the certificates for such shares shall be delivered
   to the Grantee or held (together with a stock power executed in blank
   by the Grantee) in escrow by the Secretary of the Company until such
   shares become nonforfeitable or are forfeited,

      (B) the per share purchase  price of such shares, which may be
   zero, provided, however, that

         (1) the per share purchase price of all such shares (other
       than treasury shares) shall not be less than the Minimum
       Consideration for each such share; and

         (2) if such shares are to be granted to a Section 16 Grantee
       and the purchase price is to be in excess of the Minimum
       Consideration, to the extent necessary so that such grant qualifies
       for the exemption provided pursuant to Rule 16b-3 under the 1934
       Act, the per share purchase price of any such shares shall be at
       least 50% of the Fair Market Value of the Stock on the Grant Date;

      (C) the restrictions applicable to such grant; and

      (D)  whether the payment to the Grantee of dividends, or a
   specified portion thereof, declared or paid on such shares by the
   Company shall be deferred until the lapsing of the restrictions imposed
   upon such shares shall be held by the Company for the account of the
   Grantee, whether such dividends shall be reinvested in additional
   shares of restricted Stock (to the extent shares are available under
   Article 3) subject to the same restrictions and other terms as apply to
   the shares with respect to which such dividends are issued or otherwise
   reinvested in Stock or held in escrow, whether interest will be
   credited to the account of the Grantee with respect to any dividends
   which are not reinvested in restricted or unrestricted Stock, and
   whether any Stock dividends issued with respect to the restricted Stock
   to be granted shall be treated as additional shares of restricted
   Stock.

   (iv) Payment of the purchase price (if greater than zero) for
  shares of restricted Stock shall be made in full by the Grantee before
  the delivery of such shares and, in any event, no later than ten days
  after the Grant Date for such shares.  Such payment may be made, as
  determined by the Committee in its discretion, in any one or any
  combination of the following:

      (A) cash, or

      (B) shares of restricted or unrestricted Stock owned by the
   Grantee prior to such grant and valued at its Fair Market Value on the
   business day immediately preceding the date of payment;

   provided, however, that in the case of payments in shares of restricted
   or unrestricted Stock,

         (1) the use of shares of restricted or unrestricted Stock in
       payment of such purchase price by a Section 16 Grantee is subject
       to the prior receipt by the Company of either an option of counsel
       for the Company or an interpretive or no action letter from the
       staff of the SEC to the effect that such use of stock does not
       raise the potential for liability under Section 16(b) of the 1934
       Act or render inapplicable any exemption otherwise available
       pursuant to Rule 16b-3 under the 1934 Act; and

         (2) if the purchase price for restricted Stock (New
       Restricted Stock) is paid with shares of restricted Stock (Old
       Restricted Stock),  the restrictions applicable to the New
       Restricted Stock shall be the same as if the Grantee had paid for
       the New Restricted Stock in cash unless, in the judgment of the
       Committee,  the Old Restricted Stock was subject to a greater risk
       of forfeiture, in which case a number of shares of New Restricted
       Stock equal to the number of shares of Old Restricted Stock
       tendered in payment for New Restricted Stock shall be subject to
       the same restrictions as the Old Restricted Stock, determined
       immediately before such payment.

   (v) Upon the date that shares of restricted Stock become non-
       forfeitable, the Company shall exchange such shares of Common Stock
       for an equal number of shares of Class A Common Stock if such
       shares of restricted Stock have been granted as shares of Common
       Stock and if such A Common Stock is issued and publicly traded on
       any securities market as described in Article 2(k).

  (vi) The Committee may, but need not, provide that all or any
       portion of a Grantee's Award of restricted Stock shall be forfeited

      (A) except as otherwise specified in the Award Agreement, upon
   the Grantee's Termination of Employment within a specified time period
   after the Grant Date, or

      (B) if the Company or the Grantee does not achieve specified
   performance goals within a specified time period after the Grant Date
   and Before the Grantee's Termination of Employment, or

      (C) upon failure to satisfy such other restrictions as the
   Committee may specify in the Award Agreement.

   (vii) If a share of restricted Stock is forfeited, then

      (A) the Grantee shall be deemed to have resold such share of
   restricted Stock to the Company at the lesser (1) the purchase price
   paid by the Grantee (such purchase price shall be deemed to be zero
   dollars ($0) if no purchase price was paid) or (2) the Fair Market
   Value of a share of Stock on the date of such forfeiture;

      (B) the Company shall pay to the Grantee the amount determined
   under clause (A) of this sentence, if not zero, as soon as is
   administratively practicable, but in any case within 90 days after
   forfeiture; and

      (C) such share of restricted Stock shall cease to be outstanding,
   and shall no longer confer on the Grantee thereof any rights as a
   stockholder of the Company, from and after the date of the Company's
   tender of the payment specified in clause (B) of this sentence, whether
   or not such tender is accepted by the Grantee, or the date the
   restricted Stock is forfeited if no purchase price was paid for the
   restricted Stock.

   (viii) Any share of restricted Stock shall bear an appropriate legend
  specifying that such share is non-transferable and subject to the
  restrictions set forth in the Plan.  If any shares of restricted Stock
  become nonforfeitable, the Company shall cause certificates for such
  shares to be issued or reissued without such legend and delivered to the
  Grantee or, at the request of the Grantee, shall cause such shares to be
  credited to a brokerage account specified by the Grantee.

  (e) Grant of Stock Appreciation Rights.  The Committee may grant
stock appreciation rights to any employee eligible under Article 5 to
receive Awards.  When granted, stock appreciation rights may, but need not,
be identified with shares of Stock subject to a specific Option awarded to
the Grantee (including any Option granted on or before the Grant Date of
the stock appreciation rights) in a number equal to or different from the
number of stock appreciation rights so granted.  If stock appreciation
rights are identified with shares of Stock subject to an Option then,
unless otherwise provided in the applicable Award Agreement, the Grantee's
associated stock appreciation rights shall terminate upon the exercise,
expiration, termination, forfeiture, or cancellation of such Option.

  (f) Grant of Performance Units and Performance Shares.

    (i) The Committee may, in its discretion, grant performance units
  or performance shares to any employee eligible under Article 5 to
  receive Awards.

   (ii) Before the grant of any performance unit or performance share,
  the Committee shall:

      (A) determine Performance Goals applicable to such grant,

      (B) designate a period, of not less than one year nor more than
   five years, for the measurement of the extent to which Performance
   Goals are attained (the Measuring Period), and

      (C) assign a Performance Percentage to each level of attainment
   of Performance Goals during the Measuring Period, with the percentage
   applicable to minimum attainment being zero percent (0%) and the
   percentage applicable to optimum attainment to be determined by the
   Committee from time to time.

  (g) Grant of Phantom Stock.  The Committee may, in its discretion,
grant shares of phantom stock to any employee who is eligible under Article
5 to receive Awards and is employed outside the United States.  Such
phantom stock shall be subject to the terms and conditions established by
the Committee and set forth in the applicable Award Agreement.

  (h) Grant of Stock Bonuses.  The Committee may grant shares of Stock
as a bonus to any individual eligible under Article 5 to receive Awards.

  (i) Tandem Awards.  The Committee may grant and identify any Award
with any other Award granted under the Plan, on terms and conditions
determined by the Committee.

  (j) Performance Goals.  Performance Goals shall mean the goals
applicable to an Award which shall be set forth in a written document prior
to the commencement of the Grantee's services to which the Performance
Goals under the Award relate and while the outcome is still substantially
uncertain.  In establishing Performance Goals, the Committee may consider
such factor or factors relating to performance as it deems appropriate,
including net income, growth in net income, earnings per share, growth of
earnings per share return on equity, return on capital, or any other
business criteria as contemplated in Section 162(m) of the Code.  The
Committee, if applicable, shall certify in writing prior to payment of
compensation related to any applicable performance unit, performance share,
restricted stock or share of phantom stock that the Performance Goals and
any other material terms were satisfied.  The Committee may, at any time,
modify Performance Goals as a result of changes required in applicable
laws.  If a Grantee is promoted, demoted or transferred to a different
business unit of the Company during a performance period, then, to the
extent the Committee determines the Performance Goals are no longer
appropriate, the Committee may adjust, change or eliminate the Performance
Goals  or as it deems appropriate in order to make them appropriate and
comparable to the initial Performance Goals.

  7. Non-transferability.  Each Award (other than restricted Stock) granted
hereunder shall by its terms not be assignable or transferable, other than
as permitted pursuant to the applicable provisions of Rule 16b-3 under the
1934 Act and as provided in the applicable Award Agreement, and may be
exercised, during the Grantee's lifetime, only by the Grantee.  Each share
of restricted Stock shall be non-transferable until such shares become
nonforfeitable.  Notwithstanding the foregoing, the Grantee may, to the
extent provided in the Plan and in a manner specified by the Committee (a)
designate in writing a beneficiary to exercise his or her Options after the
Grantee's death, and (b) transfer an Option (other than an Incentive Stock
Option), stock appreciation right, performance unit or performance share to
a revocable, inter vivos trust as to which the Grantee is both the settlor
and the trustee, but in no event shall any such transfer be effective
unless the Company shall have received an opinion of counsel for the
Company or an interpretive or no action letter from the staff of the SEC
to the effect that such a transfer does not raise the potential for
liability under Section 16(b) of the 1934 Act or render inapplicable any
exemption otherwise available  pursuant to Rule 16b-3 under the 1934 Act.

8. Exercise.

  (a) Exercise of Options.  Subject to Article 4(c)(vii), 11 and 12 and
such terms and conditions as the Committee may impose, each Option shall be
exercisable in one or more installments commencing not earlier than the
first anniversary of the Grant Date of such Option; provided, however, that
all Options held by each Grantee shall become fully (100%) exercisable upon
the occurrence of a Change of Control regardless of whether the
acceleration of the exercisability of such Options would cause such Options
to lose their eligibility for treatment as Incentive Stock Options.
Notwithstanding the foregoing, Options may not be exercised by a Grantee
for twelve months following a hardship distribution to the Grantee, to the
extent such exercise is prohibited under Treasury Regulation 1.401(k)-
1(d)(2)(iv)(B)(4).  Each Option shall be exercised by delivery to the
Company of written notice of intent to purchase a specific number of shares
of Stock or restricted Stock subject to the Option.  Such stock will be
Class A Common Stock or if no Class A Common Stock is publicly traded on
any securities market described in Article 2(k) on the date such options
are exercised, then Common Stock.  The Option Price of any shares of Stock
or restricted Stock as to which an Option shall be exercised shall be paid
in full at the time of the exercise.  Payment may be made, as determined by
the Committee in its discretion, in any one or any combination of the
following:

    (i) cash,

   (ii) shares of restricted or unrestricted Stock owned by the
  Grantee prior to the exercise of the Option and valued at its Fair
  Market Value on the last business day immediately preceding the date of
  exercise, or

  (iii) through simultaneous sale through a broker of shares of
  unrestricted Stock acquired on exercise, as permitted under Regulation T
  of the Federal Reserve Board.

  Payment in Stock or restricted Stock may be made, with the consent of the
Committee and if the Company obtains an opinion of counsel for the Company
or an interpretive or no action letter from the staff of the SEC to the
effect that no potential liability under Section 16(b) of the 1934 Act
would result, by pyramiding (i.e. paying the Option Price with shares of
Stock simultaneously acquired by Option exercise).

  If restricted Stock (Tendered Restricted Stock) is used to pay the
Option Price for Stock, then a number of shares of Stock acquired on
exercise of the Option equal to the number of shares of Tendered Restricted
Stock shall be subject to the same restrictions as the Tendered Restricted
Stock, determined as of the date of exercise of the Option.  If the Option
Price for restricted Stock is paid with Tendered Restricted Stock, and if
the Committee determines that the restricted Stock acquired on exercise of
the Option shall be subject to restrictions (Greater Restrictions) that
cause it to have a greater risk of forfeiture than the Tendered Restricted
Stock, then notwithstanding the preceding sentence, all the restricted
Stock acquired on exercise of the Option shall be subject to such Greater
Restrictions.

  Shares of unrestricted Stock acquired by a Grantee on exercise of an
Option shall be delivered to the Grantee or, at the request of the Grantee,
shall be credited directly to a brokerage account specified by the Grantee.

  (b) Exercise of Stock Appreciation Rights.  Subject to Article
4(c)(vii), 11 and 12 and such terms and conditions as the Committee may
impose, each stock appreciation right shall be exercisable not earlier than
the first anniversary of the Grant Date of such stock appreciation right
and, if such stock appreciation right is identified with an Option, to the
extent such Option may be exercised unless otherwise provided by the
Committee, Stock appreciation rights shall be exercised by delivery to the
Company of written notice of intent to exercise a specific number of stock
appreciation rights.  Unless otherwise provided in the applicable Award
Agreement, the exercise of stock appreciation rights which are identified
with shares subject to an Option shall result in the forfeiture of such
Option to the extent of such exercise.

  The benefit for each stock appreciation right exercised shall be equal to
the excess, if any, of

    (i) the Fair Market Value of a share of Stock on the date of such
  exercise, over

    (ii) an amount equal to

      (A) in the case of a stock appreciation right identified with a
   share of Stock subject to an Option, the Option Price of such Option,
   unless the Committee in the grant of the stock appreciation right
   specified a higher amount, or

      (B) in the case of any other stock appreciation right, the Fair
   Market Value of a share of Stock on the Grant Date of such stock
   appreciation right, unless the Committee in the grant of the stock
   appreciation right specified a higher amount;

provided that the Committee, in its discretion, may provide that the
benefit for any stock appreciation right shall not exceed a maximum amount
(i.e. a cap) set by Committee, which cap may be expressed as (i) a
percentage of the excess amount described above (not to exceed 100%), (ii)
a percentage of the Fair Market Value of a share of Stock on the Grant Date
of the stock appreciation right, or (iii) a fixed dollar amount.  The
benefit upon the exercise of a  stock appreciation right shall be payable
in cash, except that the Committee, with respect to any particular
exercise, may, in its discretion, pay benefits wholly or partly in Stock
delivered to the Grantee or credited to a brokerage account specified by
the Grantee.

  (c) Exercise of Performance Units.

    (i) Subject to Article 4(c)(vii), 11 and 12 and such terms and
  conditions as the Committee may impose, and unless otherwise provided in
  the applicable Award Agreement, if, with respect to any performance
  unit, the minimum Performance Goals have been achieved during the
  applicable Measuring Period, then such performance unit shall be deemed
  exercised on the date on which it first becomes exercisable.

    (ii) The benefit for each performance unit exercised shall be an
  amount equal to the product of

      (A) The Unit Value (as defined below), multiplied by

      (B) the Performance Percentage attained during the Measuring
   Period for such performance unit.

   (iii) The Unit Value shall be, as specified by the Committee,

      (A) a dollar amount,

      (B) an amount equal to the Fair Market Value of a share of Stock
   on the Grant Date,

      (C) an amount equal to the Fair Market Value of a share of Stock
   on the exercise date of the performance unit, plus, if so provided in
   the Award Agreement, an amount (Dividend Equivalent Amount) equal to
   the Fair Market Value of the number of shares of Stock that would have
   been purchased if each dividend paid on a share of Stock on or after
   the Grant Date and on or before the exercise date were invested in
   shares of Stock at a purchase price equal to its Fair Market Value on
   the respective dividend payment date, or

      (D) an amount equal to the Fair Market Value of a share of Stock
   on the exercise date of the performance unit (plus, if so specified in
   the Award Agreement, a Dividend Equivalent Amount), reduced by the Fair
   Market Value of a share of Stock on the Grant Date of the performance
   unit.

   (iv) The benefit upon the exercise of a performance unit shall be
  payable to the Grantee (or at the request of the Grantee, deliver to a
  brokerage account specified by the Grantee), as soon as is
  administratively practicable (but in any event within 90 days) after the
  later of (A) the date the Grantee is deemed to exercise such performance
  unit, or (B) the date (or dates in the event of installment payments) as
  provided in the applicable Award Agreement.  Such benefit shall be
  payable in cash, except that the Committee, with respect to any
  particular exercise, may, provide in the Award Agreement that benefits
  may be paid wholly or partly in Stock.  The number of shares of Stock
  payable in lieu of cash shall be determined by valuing the Stock at its
  Fair Market Value on the business day next preceding the date such
  benefit is to be paid.

  (d) Payment of Performance Shares.  Subject to Article 4(c)(vii), 11
and 12 and such terms and conditions as the Committee may impose, and
unless otherwise provided in the applicable Award Agreement, if the minimum
Performance Goals specified by the Committee with respect to an Award of
performance shares have been achieved during the applicable Measuring
Period, then the Company shall pay to the Grantee of such Award (or, at the
request of the Grantee, deliver to a brokerage account specified by the
Grantee) shares of Stock equal in number to the product of the number of
the performance share(s) specified in the applicable Award Agreement
multiplied by the Performance Percentage achieved during such Measuring
Period, except to the extent that the Committee in its discretion
determines that cash be paid in lieu of some or all of such shares of
Stock.  The amount of cash payable in lieu of a share of Stock shall be
determined by valuing such share at its Fair Market Value on the business
day next preceding the date such cash is to be paid.  Payment pursuant to
this Article 8(d) shall be made as soon as administratively practicable
(but in any event within 90 days) after the end of the applicable Measuring
Period.  Any performance shares with respect to which the Performance Goals
have not been achieved by the end of the applicable Measuring Period shall
expire.

  (e) Payment of Phantom Stock Awards.  Upon the vesting of a phantom
stock Award, the Grantee shall be entitled to receive a cash payment in
respect of each share of phantom stock which shall be equal to the Fair
Market Value of a share of Stock as of the date the phantom stock Award was
granted, or such other date as determined by the committee at the time the
phantom stock Award was granted.  The Committee may at the time a phantom
stock Award is granted, provide a limitation on the amount payable in
respect of each share of phantom stock.

  (f) Full Vesting upon Change of Control.  In the event of a Change of
Control, all unvested Awards shall become immediately vested and
exercisable; provided that the benefit payable with respect to any
performance unit of performance share with respect to which the Measuring
Period has not ended as of the date of such Change of Control shall be
equal to the product of the Unit Value multiplied successively by each of
the following:

    (1) a fraction, the numerator of which is the number of months
  (including as a whole month any partial month) that have elapsed since
  the beginning of such Measuring Period until the date of such Change of
  Control and the denominator of which is the number of months (including
  as a whole month any partial month) in the Measuring Period; and

    (2) a percentage equal to the greater of the target percentage, if
  any, specified in the applicable Award Agreement or the maximum
  percentage, if any, that would be earned under the terms of the
  applicable Award Agreement assuming that the rate at which the
  performance goals have been achieved as of the date of such Change of
  Control would continue until the end of the Measuring Period.

  (g) Pooling of Interests.  If the Committee in its discretion
determines that the exercise of an Award would preclude the use of pooling
of interests accounting following a sale of the Company which is reasonably
likely to occur and that such preclusion of pooling would have a material
adverse effect on the sale of the Company, the Committee, in its
discretion, may take such action as it deems appropriate in order to
preserve the pooling of interests accounting including either unilaterally
barring the exercise of such Award by canceling the Award prior to the
Change of Control or by causing the Company to pay the Award rights benefit
in Stock if it determines that such payment would not cause the transaction
to be ineligible for pooling.

  (h) Special Rules for Section 16 Grantees.  No stock appreciation
right, Option, performance unit, performance share or share of phantom
stock (if the benefit payable with respect to such performance unit,
performance share or share of phantom stock is to be determined by
reference to the Fair Market Value of Stock on the date the performance
unit, performance share or share of phantom stock is deemed to be
exercised) shall be exercisable by a Section 16 Grantee during the first
six months after its Grant Date, except as may be exempt from Section 16(b)
of the 1934 Act pursuant to Rule 16a-2(d) under the 1934 Act.

  (i) Exercise, Cancellation, Expiration or Forfeiture of Tandem
Awards.  Upon the exercise, cancellation, expiration, forfeiture or payment
in respect of any Award which is identified with any other Award (the
Tandem Award) pursuant to Article 6(h), the Tandem Award shall
automatically terminate to the extent of the number of shares in respect of
which the Award is so exercised, canceled, expired, forfeited or paid,
unless otherwise provided by the Committee at the time of grant of the
Tandem Award or thereafter.

  9. Effect of Certain Transactions.  With respect to any Award which
relates to Stock, in the event of a merger or consolidation of the Company
(a Transaction), the Plan and the Awards issued hereunder shall continue
in effect in accordance with their respective terms and each Grantee shall
be entitled to receive in respect of each share of Stock subject to any
outstanding Awards, upon the vesting, payment or exercise of the Award (as
the case may be), the same number and kind of stock, securities, cash,
property, or other consideration that each holder of share of Stock was
entitled to receive in the Transaction in respect of a share of Stock.
With respect to any Award which relates to stock, in the event of a
liquidation or dissolution of the Company, the Committee may take such
actions as it deems appropriate.

  10. Mandatory Withholding Taxes.  The Company shall have the right to
deduct from any distribution of cash to any Grantee an amount equal to the
federal, state and local income taxes and other amounts as may be required
by law to be withheld (the Withholding Taxes) with respect to any Award.
If a Grantee is to experience a taxable event in connection with the
receipt of shares pursuant to an Option exercise or the vesting or payment
of another type of Award (a Taxable Event), the Grantee shall pay the
Withholding Taxes to the Company prior to the issuance, or release from
escrow, of such shares or payment of such Award. Payment of the applicable
Withholding Taxes may be made, as determined by the Committee in its
discretion, in any one or any combination of (i) cash, (ii) shares of
restricted or unrestricted Stock owned by the Grantee prior to the Taxable
Event and valued at its Fair Market Value on the business day immediately
preceding the date of exercise, or (iii) by making a Tax Election (as
described below).  For purposes of this Article 10, a Grantee may make a
written election, which may be accepted or rejected at the discretion of
the Committee (the Tax Election), to have withheld a portion of the
shares then issuable to him or her having an aggregate Fair Market Value,
on the date preceding the date of such issuance, equal to the Withholding
Taxes, provided that in respect of a Section 16 Grantee either: (i) in the
case of a Taxable Event involving any Award (A) the Tax Election is made at
least six months prior to the date of the Taxable Event and (B) the Tax
Election is irrevocable with respect to all Taxable Events of a similar
nature occurring prior to the expiration of six months following a
revocation of the Tax Election; or (ii) in the case of the exercise of an
Option a stock appreciation (A) the Grantee makes the Tax Election at least
six months after the date the Option or stock appreciation right was
granted, (B) the Option or stock appreciation right is exercised during the
ten day beginning on the third business day and ending on the twelfth
business day following the release for publication of the Company's
quarterly or annual statement of sales and earnings (a Window Period) and
(C) the Tax Election is made during the Window Period in which the related
Option or stock appreciation right is exercised or prior to such Window
Period and subsequent to the immediately preceding Window Period; or (iii)
in the case of a Taxable Event relating to the payment or vesting of an
Award which does not involve the exercise of an Option or a stock
appreciation right (A) the Grantee makes the Tax Election at least six
months after the date the Award was granted and (B) the Tax Election is
made (x) in the case of a Taxable Event occurring within a Window Period,
during the Window Period in which the Taxable Event occurs, or (y) in the
case of a Taxable Event not occurring within a Window Period, during the
Window Period immediately preceding the Taxable Event relating to the
Award.  Notwithstanding the foregoing, the Committee may, by the adoption
of rules or otherwise, (i) modify the provisions of this Article 10 or
impose such other restrictions or limitations on Tax Elections as may be
necessary to ensure that the Tax Elections will be exempt transactions
under Section 16(b) of the 1934 Act, and (ii) permit Tax Elections to be
made at such other times and subject to such other conditions as the
Committee determines will constitute exempt transactions under Section
16(b) of the 1934 Act.

  11. Termination of Employment.  The Award Agreement pertaining to
each Award shall set forth the terms and conditions applicable to such
Award upon a Termination of Employment of the Grantee by the Company, a
Subsidiary or an operating division or unit, as the Committee may, in its
discretion, determine at the time the Award is granted or thereafter;
provided however, that if a Grantee's employment is terminated as a result
of (i) the Grantee's conviction of a felony which is, in the opinion of the
Committee, likely to result in injury of a material nature to the Company
or a Subsidiary, or (ii) the gross and habitual negligence by the Grantee
in the performance of the Grantee's duties to the Company or is
Subsidiaries (termination for Cause), the Grantee's shares of restricted
stock that are forfeitable, subject to the provisions of Section 6(d)(vii)
regarding repayment of certain amounts to the Grantee, and any unexercised
option, stock appreciation right, performance unit, performance share or
share of phantom stock shall thereupon terminate.

  12. Securities Law Matters.

  (a) If the Committee deems it necessary to comply with the Securities
Act of 1933, the Committee may require a written investment intent
representation by the Grantee and may require that a restrictive legend be
affixed to certificates for shares of Stock.

  (b) If, based upon the opinion of counsel for the Company, the
Committee determines that the exercise or non forfeitability of, or
delivery of benefits pursuant to, any Award would violate any applicable
provision of (i) federal or state securities law or (ii) the listing
requirements of any national securities exchange on which are listed any of
the Company's equity securities, then the Committee may postpone any such
exercise, non-forfeitability or delivery, as the case may be, but the
Company shall use its best efforts to cause such exercise, non-
forfeitability or delivery to comply with all such provisions at the
earliest practicable date.

  (c) Subject to Articles 13(a) and (b) above, no shares of Stock
shall be issued to any Grantee in respect of any Award prior to the time a
registration statement under the Securities Act of 1933 is effective with
respect to such shares.

  13. No Funding Required.  Benefits payable under the Plan to any
person shall be paid directly by the Company.  The Company shall not be
required to fund, or otherwise segregate assets to be used for payment of,
benefits under the Plan.

  14. No Employment Rights.  Neither the establishment of the Plan, nor
the granting of any Award shall be construed to (a) give any Grantee the
right to remain employed by the Company or any of its Subsidiaries or to
any benefits not specifically provided by the Plan or (b) in any manner
modify the right of the Company or any of its Subsidiaries to modify,
amend, or terminate any of its employee benefit plans.

  15. Rights as a Stockholder.  A Grantee shall not, by reason of any
Award (other than restricted Stock), have any right as a stockholder of the
Company with respect to the shares of Stock which may be deliverable upon
exercise or payment of such Award until such shares have been delivered to
him.  Shares of restricted Stock held by a Grantee or held in escrow by the
Secretary of the Company shall confer on the Grantee all rights of a
stockholder of the Company, except as otherwise provided in the Plan.

  16. Nature of Payments.  Any and all grants, payments of cash, or
deliveries of shares of Stock hereunder shall constitute special incentive
payments to the Grantee and shall not be taken into account in computing
the amount of salary or compensation of the Grantee for the purpose of
determining any pension, retirement, death or other benefits under (a) any
pension, retirement, profit-sharing, bonus, life insurance or other
employee benefit plan of the Company or any of its Subsidiaries or (b) any
agreement between the Company or any Subsidiary, on the one hand, and the
Grantee, on the other hand, except as such plan or agreement shall
otherwise expressly provide.

  17. Non-Uniform Determinations.  Neither the Committee's nor the
Board's determinations under the Plan need be uniform and may be made by
the Committee or the Board selectively among persons who receive, or are
eligible to receive, Awards (whether or not such persons are similarly
situated).  Without limiting the generality of the foregoing, the Committee
shall be entitled, among other things, to make non-uniform and selective
determinations, to enter into non-uniform and selective Award Agreements as
to (a) the identity of the Grantees, (b) the terms and provisions of
Awards, and (c) the treatment of Terminations of Employment.

  18. Adjustments.  In the event of Change in Capitalization, the
Committee shall, in its sole discretion, make equitable adjustment of

    (a) the aggregate number and class of shares of Stock or other
  stock or securities available under Article 3,

    (b) the number and class of shares of Stock or other stock or
  securities covered by an Award,

    (c) the Option Price applicable to outstanding Options,

    (d) the terms of performance unit and performance share grants,
  and

    (e) the Fair Market Value of Stock to be used to determine the
  amount of the benefit payable upon exercise of stock appreciation
  rights, performance units, performance shares or phantom stock.

  19. Amendment of the Plan.  The Board may from time to time in its
discretion amend or modify the Plan without the approval of the
stockholders of the Company, except as such stockholder approval may be
required (a) to retain Incentive Stock Option treatment under Section 422
of the Internal Revenue Code, (b) to permit transactions in Stock pursuant
to the Plan to be exempt from potential liability under Section (16(b) of
the 1934 Act or (c) under the listing requirements of any securities
exchange on which any of the Company's equity securities are listed.

  20. Termination of the Plan.  The Plan shall terminate on the tenth
(10th) anniversary of the Effective Date or at such earlier time as the
Board may determine.  Any termination, shall not affect any Award then
outstanding under the Plan.

  21. No Illegal Transactions.  The Plan and all Awards granted
pursuant to it are subject to all laws and regulations of any governmental
authority which may be applicable thereto; and notwithstanding any
provision of the Plan or any Award, Grantees shall not be entitled to
exercise Awards or receive the benefits thereof and the Company shall not
be obligated to deliver any Stock or pay any benefits to a Grantee if such
exercise, delivery, receipt or payment of benefits would constitute a
violation by the Grantee or the Company of any provision of any such law or
regulation.

  22. Governing Law.  Except where preempted by federal law, the law of
the State of Delaware shall be controlling in all matters relating to the
Plan, without giving effect to the conflicts of law principles thereof.

  23. Severability.  If all or any part of the Plan is declared by any
court or governmental authority to be unlawful or invalid, such
unlawfulness or invalidity shall not sever to invalidate any portion of the
Plan not declared to be unlawful or invalid.  Any Article or part of an
Article so declared to be unlawful or invalid shall, if possible, be
construed in a manner which will give effect to the terms of such Article
or part of an Article to the fullest extent possible while remaining lawful
and valid.

                                                             EXHIBIT 10 (L)

PROCEDURES LETTER-FLOATING AND FIXED RATE LOANS

Harris Trust and Savings Bank
111 West Monroe Street
Chicago, Illinois 60690

Gentlemen:

Oil-Dri Corporation of America, a Delaware corporation (the "Company")
hereby requests that borrowings under its $10,000,000 line of credit
granted by Harris Trust and Savings Bank be made and documented upon the
following terms and conditions.

All borrowings made by us under our line of credit from you shall bear
interest prior to maturity either (i) at a rate per annum which is equal at
all times to the rate from time to time announced by you as your prime
commercial rate, with any change in the interest rate on such borrowings by
virtue of a change in such prime commercial rate to be and become effective
as of and on the date of the relevant change in such prime commercial rate
(such borrowings being hereinafter collectively referred to as the
"Floating Rate Loans" and individually as a "Floating Rate Loan") or (ii)
at our request, if you so agree, at a short term fixed rate of interest on
and subject to the terms hereinafter set forth (such borrowings being
hereinafter collectively referred to as the "Fixed Rate Loans" and
individually as a "Fixed Rate Loan").  The Floating Rate Loans and the
Fixed Rate Loans are sometimes hereinafter collectively referred to as the
"Loans" and individually as a "Loan".

You will from time to time receive telephonic requests for Fixed Rate Loans
from any one of the persons authorized to borrow on our behalf under the
terms of this letter, each such request to specify the amount and term of
the requested Fixed Rate Loan.  If you are willing to make a Fixed Rate
Loan available to us for the amount and for the term requested, you shall
advise the requesting person of the interest rate at which you are prepared
to make such Fixed Rate Loan and if the person acting on our behalf
indicates that such rate is acceptable, the Loan shall be deemed
consummated.  Each Fixed Rate Loan shall be in a minimum amount of
$1,000,000.00 and shall mature upon demand, but prior to demand, shall
mature on the last day of the period for which the interest rate applicable
to such Fixed Rate Loan shall have been fixed (each such period being
hereinafter referred to as an "Interest Period".)  We acknowledge and agree
that you have no obligation to quote rates or to make or refund any Fixed
Rate Loan after receiving a request therefor from us and that any Fixed
Rate Loan made by you to us shall be subject to such other terms and
conditions as are mutually agreed upon between you and us.

We agree that no Fixed Rate Loan may be voluntarily prepaid prior to its
express maturity date.  In the event you shall incur any loss, cost or
expense (including, without limitation, any loss of profit and any loss,
cost or expense incurred by reason of the liquidation or reemployment of
deposits or other funds acquired by you to fund or maintain any Fixed Rate
Loan or the relending or reinvesting of such deposits or amounts paid or
prepaid by us) as a result of any payment, (whether voluntary or as a
result of a demand hereunder) of a Fixed Rate Loan on a date other than the
last day of the Interest Period applicable thereto, then upon your demand,
we shall pay you such amounts as will reimburse you for such loss, cost or
expense.  If you make such a claim for compensation, you shall provide to
us a certificate setting forth the amount of such loss, cost or expense in
reasonable detail and such certificates shall be conclusive and binding on
us as to the amount thereof except in the case of manifest error.

All borrowings made by us under our line of credit from you shall be
payable on demand but if no demand is made, each such borrowing shall
automatically mature (i) on the last day of the Interest Period applicable
thereto in the case of Fixed Rate Loans and (ii) in the case of Floating
Rate Loans, on the interest payment date next following the date the
Floating Rate Loan is made, provided that, the Floating Rate Loans will
automatically be refunded with new Floating Rate Loans maturing on demand
but if no demand is made, then on the interest payment date next following
the date such new Floating Rate Loan is made, unless the line of credit has
been terminated or expired or you have advised us that you do not desire to
effect such a renewal.

Interest on all borrowings hereunder shall be computed on the basis of a
year of 360 days and actual days elapsed and shall be payable, in the case
of Floating Rate Loans, on the 25th day of each month, and in the case of
Fixed Rate Loans, on the last day of their Interest Period and, if such
Interest Period is longer than three (3) months, every three (3) months
after the Loan is made, and, in the case of all Loans, upon demand.

In the event that the Company fails to pay any portion of a Loan when due
(whether by lapse of time, upon demand or otherwise), such unpaid amount
shall thereafter bear interest, which the Company hereby promises to pay at
your offices in Chicago, Illinois, at a rate per annum which is equal at
all times to the greater of (i) the rate per annum determined by adding
three percent (3%) to the rate applicable to such Loan prior to maturity
or, (ii) the rate per annum determined by adding three percent (3%) to the
rate from time to time announced by you as your prime commercial rate.

All borrowings hereunder shall be made against and evidenced by a
promissory note of the Company payable to your order in the aggregate
principal amount of $10,000,000, such note to mature upon demand, and to be
otherwise in the form of Exhibit A attached hereto (the "Note").  All
borrowings made hereunder, the status of such borrowings as Floating Rate
Loans or Fixed Rate Loans, the rates of interest and Interest Periods
applicable to Fixed Rate Loans and the repayment of any principal of the
borrowings hereunder shall be recorded by you on your books and records or,
at your option, endorsed on the reverse side of the Note or on a schedule
thereto and the unpaid principal balance, status and interest rates at any
time so recorded or endorsed shall be prima facie evidence in any court or
other proceedings brought to enforce the Note of the amount remaining
unpaid thereon, the interest rate applicable thereto and the status of
Loans evidenced thereby.

You agree until further notice that upon oral advice by telephone received
by you from time to time from authorized persons listed in this letter that
we wish to borrow money, you will, lend and deposit to our general account
with you, known as Account Number 367-985-9 (the "Account") such sums of
money as may be mutually agreed upon.  Each such request for a borrowing
shall specify whether we are requesting a Floating Rate Loan or a Fixed
Rate Loan.  We agree to confirm such borrowings in writing by mailing on
the same day a letter in the form attached hereto as Exhibit B in the case
of any Floating Rate Loan and in the form attached hereto as Exhibit C in
the case of a Fixed Rate Loan, in each case signed by any one of the
following: Richard M. Jaffee and Daniel S. Jaffee.  It is understood,
however, that pending receipt of such letter by you in the ordinary course
of the mails, that any sums of money borrowed by telephone on advice of an
authorized person or a person purporting to be an authorized person in
accordance with the foregoing arrangement shall immediately be credited to
the Account, and we shall be obligated to repay to you the sums so borrowed
at the times and with the interest as set forth in this letter
notwithstanding that any such borrowing is not confirmed as contemplated
above.

The persons authorized to give you telephonic instructions to lend money
and repay borrowings in accordance with the foregoing are Richard M.
Jaffee, Chairman and Chief Executive Officer (singly, by telephone or in 
writing, including by telecopy or other facsimile means); Daniel S. Jaffee, 
President and Chief Operating Officer (singly, by telephone or in writing, 
including by telecopy or other facsimile means); *Joseph C. Miller, Vice 
Chairman; *Michael L. Goldberg, Vice President and Chief Financial Officer; 
*Donald J. Deegan, Vice President, Strategic Planning and Business Development;
*Richard L. Pietrowski, Treasurer; *Louis T. Bland, Jr., Secretary.  In
accepting telephonic advices from any of such persons in accordance with
the terms of this Agreement, you shall be entitled to rely on advices given
by any person purporting to be any one of such persons and shall have no
liability to us on account of any action taken by you pursuant to such
telephonic advices provided you have acted in good faith in connection
therewith.  You are, of course, authorized to lend money to us upon the
written (including telecopies or other facsimile) instructions of any
person and/or employees authorized to borrow funds by telephonic advice.

This Agreement and the arrangements and authorizations herein contemplated
shall remain in full force and effect, and shall be applicable to any
renewals of, or replacements or substitutions for, our present revolving
line of credit from you, unless and until you have received written notice
from the Company of the termination or modification of this Agreement at
your office in Chicago, Illinois or unless and until the Company has
received such a notice at its address as shown on your records from you;
provided that no such termination or modification by the Company shall
affect any transaction which occurred prior to the receipt of such notice
by you nor shall any such termination or modification become effective
without your written consent unless and until all amounts which shall have
been borrowed hereunder shall have been repaid in full.  This Agreement and
your acceptance of this Agreement as hereinafter contemplated do not
constitute any commitment on your part to make any credit available to the
Company, it being understood that the making of credit available to the
Company by you from time to time shall be under and pursuant to the line of
credit arrangement that this Company has with you and shall be subject to
the terms and conditions incidental to such line of credit.  This Agreement
and the rights and remedies of the parties hereto shall be governed by the
laws of Illinois.

*The following officers and/or employees of the Corporation are authorized
and empowered to give instructions to lend money and repay borrowings by
manual signature only with a signature of any one other included.

If you are in agreement with the foregoing, please sign in the appropriate
place on the enclosed counterpart and return such counterpart to us,
whereupon this letter shall become a binding agreement between you and us.

     Dated this  25th day of July, 1996.

                               Very truly yours,

                               OIL-DRI CORPORATION OF AMERICA

                               By: _/s/Daniel S. Jaffee________________

                                      Its: President

     Accepted as of the date last above written.

                               HARRIS TRUST AND SAVINGS BANK

                               By: /s/Patrick J. McDonnell

                                      Its Vice President

UNSECURED
NOTE

$10,000,000                                July 25, 1996.

ON DEMAND, for value received, the undersigned, Oil-Dri Corporation of
America, a Delaware corporation (the "Company"), promises to pay to the
order of HARRIS TRUST AND SAVINGS BANK (the "Bank") at its offices at 111
West Monroe Street, Chicago, Illinois, the principal sum of Ten Million and
00/100 Dollars ($10,000,000), or, if less, so much thereof as may be
advanced to the Company hereon pursuant to the Procedures Letter
hereinafter referred to.

This Note evidences both Floating Rate Loans and Fixed Rate Loans as such
terms are defined in that certain Procedures Letter-Floating and Fixed Rate
Loans bearing even date herewith (the "Procedures Letter") by and between
the Company and the Bank as the same may from time to time be amended,
renewed or extended and the Company hereby promises to pay interest on each
Loan evidenced hereby at the rate and time specified therefor in the
Procedures Letter.  All capitalized terms used herein without definition
shall have the same meanings herein as such terms are defined in the
Procedures Letter.

Each Loan made under the Procedures Letter by the Bank to the Company, any
repayment of principal hereon, the status of each such Loan as a Floating
Rate Loan or a Fixed Rate Loan, the interest rate and, in the case of the
Fixed Rate Loans, the Interest Period applicable thereto shall be endorsed
by the holder hereof on the reverse side of this Note or (so long as this
Note is held by Harris Trust and Savings Bank) recorded on the books and
records of the holder hereof and the Company agrees that in any action or
proceeding instituted to collect or enforce collection of this Note, the
amount so endorsed on the reverse side hereof or recorded on the books and
records of Harris Trust and Savings Bank shall be prima facie evidence of
all such amounts.

This Note and the holder hereof are entitled to all the benefits provided
for under the Procedures Letter, to which reference is hereby made for a
statement thereof.  The Company hereby waives presentment and notice of
dishonor.  The Company agrees to pay to the holder hereof all expenses
incurred or paid by such holder, including attorney's fees and court costs,
in connection with the collection of this Note.  It is agreed that this
Note and the rights and remedies of the holder hereof shall be construed in
accordance with and governed by the laws of Illinois.

                               OIL-DRI CORPORATION OF AMERICA

                               By: _________________________

                                     Its: __________________

EXHIBIT A

UNSECURED
NOTE

$10,000,000                                July 25, 1996.

ON DEMAND, for value received, the undersigned, Oil-Dri Corporation of
America, a Delaware corporation (the "Company"), promises to pay to the
order of HARRIS TRUST AND SAVINGS BANK (the "Bank") at its offices at 111
West Monroe Street, Chicago, Illinois, the principal sum of Ten Million and
00/100 Dollars ($10,000,000), or, if less, so much thereof as may be
advanced to the Company hereon pursuant to the Procedures Letter
hereinafter referred to.

This Note evidences both Floating Rate Loans and Fixed Rate Loans as such
terms are defined in that certain Procedures Letter-Floating and Fixed Rate
Loans bearing even date herewith (the "Procedures Letter") by and between
the Company and the Bank as the same may from time to time be amended,
renewed or extended and the Company hereby promises to pay interest on each
Loan evidenced hereby at the rate and time specified therefor in the
Procedures Letter.  All capitalized terms used herein without definition
shall have the same meanings herein as such terms are defined in the
Procedures Letter.

Each Loan made under the Procedures Letter by the Bank to the Company, any
repayment of principal hereon, the status of each such Loan as a Floating
Rate Loan or a Fixed Rate Loan, the interest rate and, in the case of the
Fixed Rate Loans, the Interest Period applicable thereto shall be endorsed
by the holder hereof on the reverse side of this Note or (so long as this
Note is held by Harris Trust and Savings Bank) recorded on the books and
records of the holder hereof and the Company agrees that in any action or
proceeding instituted to collect or enforce collection of this Note, the
amount so endorsed on the reverse side hereof or recorded on the books and
records of Harris Trust and Savings Bank shall be prima facie evidence of
all such amounts.

This Note and the holder hereof are entitled to all the benefits provided
for under the Procedures Letter, to which reference is hereby made for a
statement thereof.  The Company hereby waives presentment and notice of
dishonor.  The Company agrees to pay to the holder hereof all expenses
incurred or paid by such holder, including attorney's fees and court costs,
in connection with the collection of this Note.  It is agreed that this
Note and the rights and remedies of the holder hereof shall be construed in
accordance with and governed by the laws of Illinois.

                               OIL-DRI CORPORATION OF AMERICA

                               By:/s/ Daniel S. Jaffee

                                     Its: President

CONFIRMATION

(FLOATING RATE LOAN)

                               ___________________, 19___

Harris Trust and Savings Bank
111 West Monroe Street
Chicago, Illinois

Attention:  Emerging Majors-Illinois

Gentlemen:

This will confirm the telephone conversation Ms./Mr.___________________ had
with your office today whereby we arranged under the Procedures Letter
currently in effect between us for a $__________ Floating Rate Loan.  We
promise to pay such Floating Rate Loan, together with interest thereon as
provided for in the terms of such Procedures Letter.

It is our understanding that the proceeds of this Loan have been deposited
in our account with you, or if the foregoing Loan represents a refunding or
extension of an outstanding Loan, you have noted the same on your books.

                               Very truly yours,

                               OIL-DRI CORPORATION OF AMERICA

                               By:_______________________________

                                    Its:_____________________________

EXHIBIT B

CONFIRMATION

(FIXED RATE LOAN)

                               ___________________, 19___

Harris Trust and Savings Bank
111 West Monroe Street
Chicago, Illinois

Attention:  Emerging Majors-Illinois

Gentlemen:

This will confirm the telephone conversation Ms./Mr.____________________
had with your office today whereby we arranged under the Procedures Letter
currently in effect between us for a $__________ Fixed Rate Loan bearing
interest at the rate of _____% per annum and maturing _____ days from this
date.  We promise to pay such Loan, together with interest thereon on such
maturity date, all as provided for in the terms of the Procedures Letter.

It is our understanding that the proceeds of this Loan have been deposited
in our account with you, or if the foregoing Loan represents a refunding or
extension of an outstanding Loan, that the same and the new interest rate
and maturity has been noted on your books.

                               Very truly yours,

                               OIL-DRI CORPORATION OF AMERICA

                               By: _______________________________
                                          Authorized Signature

EXHIBIT C

RESOLUTIONS

I, Louis T. Bland, Jr., do hereby certify that I am the duly elected,
qualified and acting Secretary of Oil-Dri Corporation of America, a
corporation duly organized and existing under the laws of the State of
Delaware, and that as such Secretary, I am the keeper of the records and
corporate seal of said Corporation.

I further certify that the following is a full, true and correct copy of
consent resolutions adopted by the Executive Committee of the Board of
Directors of said Corporation on the 23rd day of July, 1996, and that said
resolutions are still in full force and effect and do not in any manner
contravene the Charter or By-Laws of said Corporation:

WHEREAS, Harris Trust and Savings Bank, Chicago, Illinois (the "Bank") has
granted this Corporation a line of credit in the amount of $10,000,000 with
borrowings under such facility to bear interest prior to demand on the
balance of principal from time to time remaining unpaid thereon at the rate
per annum which is equal to the prime commercial rate of the Bank from time
to time in effect or at a fixed rate of interest, such borrowings to be
made and repaid on a revolving basis and this Corporation has requested
that all borrowings by this Corporation under such facility be evidenced by
a master promissory note of this Corporation; and

WHEREAS, there is now before this Board of Directors, a copy of a
Procedures Letter - Floating and Fixed Rate Loans (the "Agreement")
embodying the terms and conditions under which borrowings under the
aforesaid line of credit will be made and a form of demand promissory note
to evidence said borrowings (the "Note") and said Agreement and Note having
been examined by this Board are in the judgment of the Board in their
proper form for their intended purposes;

NOW, THEREFORE, BE IT AND IT IS HEREBY RESOLVED BY THIS BOARD OF DIRECTORS
as follows:

1. Any one of the following officers and/or employees of this Corporation:
Richard M. Jaffee, Chairman and Chief Executive Officer (singly, by
telephone or in writing, including by telecopy or other facsimile means);
Daniel S. Jaffee, President and Chief Operating Officer (singly, by
telephone or in writing, including by telecopy or other facsimile means);
*Joseph C. Miller, Vice Chairman; *Michael L. Goldberg, Vice President and
Chief Financial Officer; *Donald J. Deegan, Vice President, Strategic
Planning and Business Development; *Richard L. Pietrowski, Treasurer;
*Louis T. Bland, Jr., Secretary be and each of them is hereby authorized,
empowered and directed for, in the name and on behalf of this Corporation
(and attested to by its Secretary and under its corporate seal if so
requested by the Bank), to execute and deliver to the Bank a Procedures
Letter - Floating and Fixed Rate Loans containing substantially the terms,
conditions and provisions as set forth in the form of Agreement now before
this meeting and hereby approved, and/or such additional, modified or
revised terms as may be acceptable to any of said officers and/or employees
as evidenced by his execution thereof and also to borrow from the Bank up
to $10,000,000 and in evidence thereof to execute and deliver a promissory
note of this Corporation in the form of the Note now before this meeting
and hereby approved or containing such additional, modified or revised
terms as may be acceptable to any of said officers and/or employees by his
execution thereof, and to enter into, execute and deliver such amendments
or modifications to said Agreement from time to time as may be acceptable
to any of said officers and/or employees as evidenced by his execution
thereof, including amendments changing the persons authorized to act on
behalf of this Corporation thereunder or under numbered paragraphs one and
two of these Resolutions and also to execute and deliver new promissory
notes and letter agreements to the Bank when from time to time appropriate
in order to continue the arrangements contemplated by the Note and
Agreement now before this meeting in effect through any changes (including
increases) in this Corporation's credit arrangement with the Bank.

2.  That any one of the following officers and/or employees of this
Corporation: Richard M. Jaffee, Chairman and Chief Executive Officer
(singly, by telephone or in writing, including by telecopy or other
facsimile means); Daniel S. Jaffee, President and Chief Operating Officer;
*Joseph C. Miller, Vice Chairman; *Michael L. Goldberg, Vice President and
Chief Financial Officer; *Donald J. Deegan, Vice President, Strategic
Planning and Business Development; *Richard L. Pietrowski, Treasurer;
*Louis T. Bland, Jr., Secretary be and each of them is hereby authorized,
directed and empowered for and on behalf and in the name of this
Corporation to, by telephone or in writing (including by telecopy or other
facsimile means) request borrowings from and direct repayment to, the Bank
from time to time pursuant to said Agreement in such amounts from time to
time as such officers and/or employees deem appropriate and to orally
direct the transfer by wire of funds so borrowed to the account of this
Corporation at the Bank and to select the interest rate options applicable
to the borrowings by this Corporation under its revolving line of credit in
accordance with the Agreement.

3.  Any of the officers, agents and employees of this Corporation be and
they are hereby authorized, empowered and directed to do and perform such
other acts and things, and to make, execute and deliver from time to time
such other documents and instruments on behalf of this Corporation in order
to comply with or evidence compliance with the terms of said Agreement and
any other documents as so executed.

4.  The Secretary of this Corporation shall deliver a certified copy of
these resolutions to the Bank, and the Bank shall be entitled conclusively
to presume as against this Corporation that these resolutions remain in
full force and effect and said officers, employees and agents authorized
hereunder continue to be authorized to act pursuant to the authority herein
granted unless and until said Bank shall have actually received written
notification from the Secretary or other officer of this Corporation of the
rescission, modification or amendment of these resolutions or of the
authorization herein contained; but no such rescission, modification or
amendment shall affect any transaction occurring prior to the actual
receipt by the Bank of such written notice.

5.  These Resolutions shall be in addition to and supplementary of all
resolutions of this Board of Directors now or hereafter on file with said
Bank and this Resolution shall not revoke, supersede or modify any of such
other resolutions.

*The following officers and/or employees of the Corporation are authorized
and empowered to give instructions to lend money and repay borrowings by
manual signature only with a signature of any one other included.

I further certify that the Agreement and Note referred to in said
resolutions as being before this meeting are in the same forms,
respectively, as the Procedures Letter - Floating and Fixed Rate Loans
dated as of July 25, 1996 and as the Demand Note dated as of July 25, 1996
each as executed by this Corporation and delivered to the Bank, excepting
only for such changes and amendments as are and were approved by the duly
authorized officer and/or employee as evidenced by his execution thereof.

I further certify that the persons named below are at the date hereof the
duly elected, qualified and acting incumbents of the respective offices
and/or job titles of this Corporation set out at the left of their
respective names, and the signatures at the right of said names,
respectively, are the genuine signatures of said officers and/or employees:

  Title/Job Description        Name                        Signature

Chairman and Chief Executive
   Officer                     Richard M. Jaffee     /s/Richard J. Jaffee

President and Chief Operating  Daniel S. Jaffee      /s/Daniel S. Jaffee
   Officer

Vice Chairman                  Joseph C. Miller      /s/Joseph C. Miller

Vice President and Chief 
  Financial Officer            Michael L. Goldberg   /s/Michael L. Goldberg

Vice President, Strategic Planning
   and Business Development    Donald J. Deegan      /s/Donald J. Deegan

Treasurer                      Richard L. Pietrowski /s/Richard L. Pietrowski

Legal Counsel and Secretary    Louis T. Bland, Jr.   /s/Louis T. Bland, Jr.

IN WITNESS WHEREOF, I have hereunto set my hand and the corporate seal of
said Corporation this 25th day of July, 1996.

                       /s/Louis T. Bland, Jr.
                       Secretary as aforesaid

                       /s/Donald J. Deegan
                       Other Officer

(Corporate Seal)
                       Vice President
                       Title

This Resolution must also be signed by a second officer of the corporation
or a member of its Board of Directors if the Secretary (or other
certifying officer) is authorized to act alone by the above resolutions.

 
                                                                Exhibit 11

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

                                                                        
                                                                  Average
                                                                  Shares-
                                                                  (Weighted
                                Number   Number of                Shares)Number
Twelve Months                   of       Shares       Weighted    of Days
    Ended            Period     Days     Outstanding  Shares      As Adjusted
                                 
July 31, 1996  08/01/95 to            8   6,901,322   55,210,578              
               08/08/95
               08/09/95 to           63   6,841,322  431,003,286              
               10/10/95
               10/11/95 to            1   6,814,922    6,814,922              
               10/11/95
               10/12/95 to          145   6,812,922  987,873,690              
               03/04/96
               03/05/96 to            2   6,809,422   13,618,844              
               03/06/96
               03/07/96 to           12   6,802,922   81,635,064              
               03/18/96
               03/19/96 to           43   6,796,122  292,233,246              
               04/30/96
               05/01/96 to           28   6,798,122  190,347,416              
               05/28/96
               05/29/96 to            2   6,793,022   13,586,044              
               05/30/96
               05/31/96 to            3   6,792,022   20,376,066              
               06/02/96
               06/03/96 to            1   6,789,022    6,789,022              
               06/03/96
               06/04/96 to            1   6,787,022    6,787,022              
               06/04/96
               06/05/96 to            6   6,785,022   40,710,132              
               06/10/96
               06/11/96 to            3   6,778,022   20,334,066              
               06/13/96
               06/14/96 to            4   6,772,422   27,089,688              
               06/17/96
               06/18/96 to            2   6,760,422   13,520,844              
               06/19/96
               06/20/96 to           11   6,753,122   74,284,342              
               06/30/96
               07/01/96 to           14   6,744,351   94,420,914              
               07/14/96
               07/15/96 to            1   6,741,451    6,741,451              
               07/15/96
               07/16/96 to           16   6,736,451  107,783,216              
               07/31/96
                                    366            2,491,159,853              
                                                                   
                                                                   6,806,448
                                                                              
Assuming exercise of options reduced by the number of shares                  
which could have been purchased with the proceeds from exercise
of such options.
                                                                         
                                                                         443
                                                                   
                                                                   6,806,891

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

                                                                 Average
                                                                 Shares-
                                                                 (Weighted
                                Number   Number of               Shares)Number
                                of       Shares       Weighted   of Days
   Year End          Period     Days     Outstanding  Shares     As Adjusted
                                    
July 31, 1995  08/01/94 to            8  6,951,822    55,614,576             
               08/08/94
               08/09/94 to          204  6,949,822 1,417,763,688             
               02/28/95                                     
               03/01/95               1  6,946,922     6,946,922             
               03/02/95               1  6,945,922     6,945,922             
               03/03/95 to            3  6,943,922    20,831,766             
               03/05/95
               03/06/95               1  6,942,722     6,942,722             
               03/07/95               1  6,936,522     6,936,522             
               03/08/95 to            2  6,934,822    13,869,644             
               03/09/95
               03/10/95 to            4  6,932,822    27,731,288             
               03/13/95
               03/14/95               1  6,932,322     6,932,322             
               03/15/95               1  6,931,322     6,931,322             
               03/16/95 to            4  6,929,822    27,719,288             
               03/19/95
               03/20/95               1  6,928,822     6,928,822             
               03/21/95               1  6,928,322     6,928,322             
               03/22/95               1  6,927,822     6,927,822             
               03/23/95               1  6,927,322     6,927,322             
               03/24/95 to            3  6,911,322    20,733,966             
               03/26/95
               03/27/95 to          127  6,901,322   876,467,894             
               07/31/95
                                                             
                                    365            2,530,080,130   6,931,726
                                                                            
Assuming exercise of options reduced by the number of shares                
which could have been purchased with the proceeds from exercise
of such options.
                                                                       
                                                                       4,249
                                                                   
                                                                   6,935,975

        

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

                                                                  Average
                                                                  Shares-
                                                                  (Weighted
                                 Number  Number of                Shares)
                                 of      Shares      Weighted     Number of
                     Period      Days    Outstanding Shares       Days As
   Year End                                                       Adjusted
                                
July 31, 1994  08/01/93 to            2   6,991,285  13,982,570      
               08/02/93
               08/03/93 to            9   6,991,285  62,921,565           
               08/11/93
               08/12/93 to            4   6,993,827  27,975,308           
               08/15/93
               08/16/93 to            8   6,993,827  55,950,616           
               08/23/93
               08/24/93 to           10   6,995,174  69,951,740           
               09/02/93
               09/03/94 to           12   6,995,638  83,947,656           
               09/14/93
               09/15/93 to            5   6,996,416  34,982,080           
               09/19/93
               09/20/93 to            2   6,997,041  13,994,082           
               09/21/93
               09/22/93 to            8   6,998,121  55,984,968           
               09/29/93
               09/30/93 to            4   6,993,121  27,972,484           
               10/03/93
               10/04/93 to           14   6,988,121  97,833,694           
               10/17/93
               10/18/93 to            1   6,983,121   6,983,121           
               10/18/93
               10/19/93 to            6   6,978,121  41,868,726           
               10/24/93
               10/25/93 to            4   6,978,972  27,915,888           
               10/28/93
               10/29/93 to            3   6,980,823  20,942,469           
               10/31/93
               11/01/93 to            2   6,980,821  13,961,642           
               11/02/93
               11/03/93 to            1   6,980,871   6,980,871           
               11/03/93
               11/04/93 to            5   6,981,827  34,909,135           
               11/08/93
               11/09/93 to           14   6,983,722  97,772,108           
               11/22/93
               11/23/93 to            4   6,983,872  27,935,488           
               11/26/93
               11/27/93 to            2   6,984,316  13,968,632           
               11/28/93
               11/29/93 to            1   6,988,551   6,988,551           
               11/29/93
               11/30/93 to            3   6,993,160  20,979,480           
               12/02/93
               12/03/93 to           35   6,994,198 244,796,930           
               01/06/94
               01/07/94 to            3   6,995,338  20,986,014           
               01/09/94
               01/10/94 to           14   6,997,473  97,964,622           
               01/23/94
               01/24/94 to           57   6,998,285 398,902,245           
               03/21/94
               03/22/94 to           43   6,999,966 300,998,538           
               04/30/94
               05/04/94 to           27   6,999,966 188,999,082           
               05/30/94
               05/31/94 to            1   6,999,066   6,999,066      
               05/31/94
               06/01/94 to            6   6,997,866  41,987,196           
               06/06/94
               06/07/94 to            1   6,996,666   6,996,666           
               06/07/94
               06/08/94 to            1   6,996,466   6,996,466           
               06/08/94
               06/09/94 to            5   6,983,466  34,917,330           
               06/13/94
               06/14/94 to            1   6,976,866   6,976,866           
               06/14/94
               06/15/90 to            6   6,971,666  41,829,996           
               06/20/94
               06/21/94 to           20   6,971,822 139,436,440           
               07/10/94
               07/11/94 to            3   6,961,822  20,885,466           
               07/13/94
               07/14/94 to           18   6,951,822 125,132,796           
               07/31/94
                                                           
                                    365           2,551,508,593  6,990,435
                                                                          
Assuming exercise of options reduced by the number of shares              
which could have been purchased with the proceeds from exercise
of such options.
                                                                    
                                                                    20,289
                                                                 
                                                                 7,010,724

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

                                                                   Average
                                                                   Shares-
                                                                  (Weighted
                                  Number Number of                 Shares)
                                  of     Shares        Weighted    Number of
                     Period       Days   Outstanding   Shares      Days As
   Year End                                                        Adjusted
                                  
July 31, 1993  08/01/92 to            9   6,992,793    62,935,137           
               08/09/92
               08/10/92 to           14   6,993,845    97,913,830           
               08/23/92
               08/24/92 to           99   6,993,859   692,392,041           
               11/30/92
               12/01/92 to            3   6,998,547    20,995,641           
               12/03/93
               12/04/92 to           12   6,999,619    83,995,428           
               12/15/93
               12/16/92 to           20   7,001,911   140,038,220           
               01/04/93
               01/05/93               1   7,002,061     7,002,061           
               01/06/93 to            8   7,002,379    56,019,032           
               01/13/93
               01/14/93 to           22   7,003,291   154,072,402           
               02/04/93
               02/05/93 to           12   7,003,575    84,042,900           
               02/16/93
               02/17/93               1   7,005,696     7,005,696           
               02/18/93 to            8   7,003,696    56,029,568           
               02/25/93
               02/26/93 to           21   6,995,696   146,909,616           
               03/18/93
               03/19/93 to           14   6,996,996    97,957,944           
               04/01/93
               04/02/93 to           11   6,997,830    76,976,130           
               04/12/93
               04/13/93 to            6   6,987,830    41,926,980           
               04/18/93
               04/19/93 to           31   6,989,219   216,665,789           
               05/19/93
               05/20/93 to           55   6,989,797   384,438,835           
               07/13/93
               07/14/93 to           12   6,990,729    83,888,748           
               07/25/93
               07/26/93 to            6   6,991,285    41,947,710           
               07/31/93
                                                             
                                    365             2,553,153,708  6,994,942
                                                                          
Assuming exercise of options reduced by the number of shares              
which could have been purchased with the proceeds from exercise
of such options.
                                                                     
                                                                     36,174
                                                                  
                                                                  7,031,116

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

                                                                   Average
                                                                   Shares-
                                                                  (Weighted
                                Number  Number of                  Shares)
                                of      Shares         Weighted    Number of
                     Period     Days    Outstanding    Shares      Days As
   Year End                                                        Adjusted
                                  
July 31, 1992  08/01/91 to           12   7,012,370    84,148,440           
               08/12/91
               08/13/91 to            8   7,002,370    56,018,960           
               08/20/91
               08/21/91 to            2   6,992,370    13,984,740           
               08/22/91
               08/23/91 to           21   6,992,891   146,850,871           
               09/12/91
               09/13/91 to           91   6,995,091   636,553,281           
               12/12/91
               12/13/91 to           42   6,996,075   293,835,150           
               01/23/92
               01/24/92 to            7   6,989,409    48,925,863           
               01/30/92
               01/13/93 to            5   6,989,379    34,946,895           
               02/04/92
               02/05/92 to           30   6,991,379   209,741,370           
               03/95/92
               03/06/92 to          148   6,992,793 1,034,933,364           
                                                             
                                    366             2,559,938,934  6,994,369
                                                                          
Assuming exercise of options reduced by the number of shares              
which could have been purchased with the proceeds from exercise
of such options.
                                                                    
                                                                    31,931
                                                                 
                                                                 7,026,300

                                                                        
                                                                 EXHIBIT 13

                           Financial Highlights

                                      1996        1995       Change

Net Sales                        $153,786,754  $152,899,109  +0.6%
                                                         
Income from Operations           $6,115,233  $12,841,947     -52.4%
                                                         
Income before Income Taxes       $4,783,402  $11,147,425     -57.1%
                                                         
Net Income                       $3,374,257  $8,002,828      -57.8%
                                                         
Net Income per Share             $     0.50  $     1.15      -56.5%
                                                         
Net Income as a Percentage of    2.2%        5.2%            -3.0%
Sales
                                                         
Return on Average Stockholders'  4.3%        10.6%           -6.3%
Equity
                                                         
Working Capital                  $30,398,649 $33,074,318     -8.1%
                                                         
Stockholders' Equity             $77,229,496 $78,338,383     -1.4%
                                                         
Book Value per Share             $11.46      $11.35          +1.0%
                                                         
Average Shares Outstanding       6,806,891   6,935,975        -1.9%
                                                         
Dividends Declared               $2,022,205 $2,046,644        -1.2%
                                                         
Capital Expenditures             $7,184,337 $7,032,064        +2.2%
                                                         
Depreciation and Amortization    $7,925,806 $7,808,496        +1.5%
                                                         
Long-Term Debt                   $18,978,000 $20,422,265      -7.1%

SALES TRENDS                                       (millions of dollars)

                                    1996     1995   1994    1993    1992
                                                    
Consumer Products                  $ 82.6  $ 82.9  $ 77.0  $ 73.3  $ 65.2
                                                                   
Industrial and Environmental       17.2    18.9    19.9    19.0    19.1
Products
                                                                   
Agrisorbents Products              19.9    16.6    18.3    18.4    14.9
                                                                   
Fluids Purification Products       12.6    13.0    13.2    10.1    6.1
                                                                   
Foreign Subsidiaries               11.9    12.2    11.2    12.4    11.0
                                                                   
Transportation Services            9.6       9.3     7.5     7.7     8.3
                                                       
                                   $153.8  $152.9  $147.1  $140.9  $124.6

                                     
Land Holdings & Mineral Reserves
                Owned     Leased    Claims       Total          Proven
               (acres)   (acres)   (acres)      (acres)        Reserves
                                                             (1,000's of
                                                                tons)
                                               
Georgia        1,484       1,804        -         3,288       44,305
                                               
Mississippi    2,134       1,423        -         3,557       130,358
                                               
Oregon         1,260           -    1,580         2,840       36,833
                                               
Florida          537         446        -           983       4,512
                                                     
Nevada             -           -      598           598       23,316
                                                     
Illinois           4           -        -             4          -
                                                  
               5,419       3,673    2,178        11,270       239,324

Consumer Products

Fiscal 1996 was Oil-Dri's Year of the Cat. The cat litter category is an
important and growing consumer products area. Demographic trends continue
to influence the increasing popularity of cats as pets and total retail cat
litter sales are expected to reach $1 billion by the year 2001.

The introduction of the Cat's Pride Premium Scoopable Stretch Jug and
the Kat Kit were a great success. The Stretch Jug leverages a
significant competitive advantage provided by our low-density product. Each
jug contains 40% more volume than leading competitive scoopable products in
the same weight jug. The Kat Kit is a unique disposable cat tray made of
100% recycled plastic that contains Cat's Pride Premium cat litter.
Consumers simply use it for a week and then discard it; there's no
cleaning, deodorizing or mess.

The company's dollar share of the branded cat litter market increased
dramatically during the year. The investments made in marketing and
advertising have paid off in a stronger brand franchise.

Industrial & Environmental Products

The Oil-Dri brand has been the leading name in industrial cleanup for over
55 years. Industrial and Environmental products include both traditional
clay floor absorbents and Oil-Dri Lite sorbents. Oil-Dri Lite products are
highly absorptive, light-weight, non-clay materials. They come in a variety
of configurations and have different absorptive characteristics. Oil-Dri
Lite sorbents skim oil spills from water in marine applications and, more
commonly, soak up leaks and spills in industrial and automotive settings.

Innovations in products and packaging deliver benefits to customers. The
new Oil-Dri Premium Floor Absorbent combines the best of Oil-Dri's quality
floor absorbents with a new polybag. The stronger packaging  will reduce
damage during shipping and handling and allow higher stacking, conserving
valuable warehouse space. The waterproof polybag can also be stored
outside.

Oil-Dri is the only supplier that provides the well-known Oil-Dri Floor
Absorbents and a selection of non-clay sorbents for a comprehensive line of
cleanup products.

Agrisorbents Product Group

The Agrisorbents Product Group delivers a variety of products to the
agricultural industry. Agsorb carriers are sold to crop protection
chemical manufacturers like  DowElanco, DuPont and Zeneca. These carriers
are used to distribute herbicides, fungicides, insecticides and fertilizers
to agricultural fields.

ConditionAde is an animal feed additive which helps blend feed ingredients
without the usual stickiness and mess. This increases feed pellet
production by allowing the feed extruders to run more smoothly, lowering
energy costs and improving feed pellet durability. Flo-Fre absorbent
microgranules and Pel-Unite pelleting aid are also sold to the animal
health and nutrition market.

Terra-Green is used in a variety of sports turf and horticultural
applications. Thousands of tiny pores in each Terra-Green granule absorb
water, storing it for release into soils as they need it. The durability of
each granule also helps prevent compaction of soil, opening up airways and
water passages for improved root zone growth.

Fluids Purification Product Group

Used in the refining and purifying of sunflower, soybean, canola, palm and
many other oils, Pure-Flo bleaching clays offer process benefits to
refiners all over the world including ADM and Kraft Food Ingredients. The
Fluids Purification Group has customers in over 60 countries and continues
to expand its worldwide sales.

Two new products  introduced during the year, Perform and Select, offer
performance advances to refiners and deliver enhanced margins. The Perform
products are the next generation of bleaching clays, providing increased
activity for hard-to-bleach oils. The Select line of products is used
earlier in the process stream to remove a variety of impurities from edible
oils. Select can also be used to replace an expensive water wash step in
the caustic refining of edible oils.

Oil-Dri has recently completed construction of a manufacturing facility
engineered to produce these innovative new products. We believe that the
quality and efficacy of Perform and Select will exceed the expectations of
our customers.

Dick Jaffee
Chairman and Chief Executive Officer

Fiscal 1996 was a year of transition and renewal. Dan Jaffee and the other
new members of our management group worked with our seasoned Oil-Dri
managers to create a team that will lead us into the future. The year was
also characterized by some outstanding successes and some significant
disappointments.

During the past year, our consumer business successfully launched two new
Cat's Pride products. Favorite Products, our Canadian subsidiary, also
continued to deliver solid performance and expand sales of our Saular cat
box products, the leading brand name in our Canadian market.

In our specialty products areas, the Agrisorbents Product Group broke
sales and profit records; the Industrial and Environmental Division
delivered a positive contribution to the bottom line, a significant reverse
of last year's loss; and our Fluids Purification business demonstrated
sales progress, particularly in some of our international markets.

Net sales for the year ended July 31, 1996, were $153,787,000, up slightly
from last year's sales of $152,899,000. Net income was $3,374,000, off 58%
from the $8,003,000 earned a year ago. Net income per share was $0.50
versus last year's $1.15. Earnings were negatively impacted by an after tax
charge of  $0.10 per share associated with settlement of patent litigation.

Consumer Products

As anticipated, the launch of the new Cat's Pride Kat Kit and Stretch Jug
required approximately $6,500,000 in marketing and advertising support.
While the expenditures reduced earnings in the past year, the investment
has paid off with considerable gains in sales and distribution for our
Cat's Pride brand. The success of the launch is particularly gratifying in
light of the increased competition in the cat box filler category.

Unfortunately, the estimated $10,000,000 in sales generated by our new
products were largely offset by reduced sales to Sam's Club, our primary
warehouse club account.

On the positive side, during the fourth quarter Sam's reinstated our Cat's
Pride Premium and added our Cat's Pride Scoopable in approximately 70% of
their stores. They are evaluating various product offerings in the cat box
filler category, and, at the time of this report, we are enjoying renewed
volume.

Specialty Products

Despite a 9% reduction in sales, the Industrial and Environmental Division
made a positive contribution to the bottom line, a significant reversal
over last year's performance. Increased focus on profitability,
rationalization of our product line and consolidation of the divisional
functions in Alpharetta, Georgia paid off handsomely during the year.

The Agrisorbents Product Group had a wonderful year. Record sales of our
Agsorb products and expansion into  animal health and nutrition and turf
markets increased overall divisional sales by 20%.

Monsanto Agricultural Company acknowledged the superior quality of our
products and services with the Monsanto Quality Supplier Award for the
fourth time in six years. Given to only a handful of the thousands of
suppliers that work with Monsanto, it is a distinct honor.

Our Fluids Purification Group successfully expanded business
geographically, particularly in Latin America, Asia, Africa and Europe.
Also, two new products were introduced during the year. Select products
remove soaps, metals and phospholipids from edible oils during the refining
process.  Use of Select can also eliminate an expensive water wash
treatment, a cost advantage for caustic refiners.

Perform products, manufactured in a new processing facility at our Georgia
plant, deliver performance benefits that will open up additional market
niches in the edible oil refining market.

Operations and Transportation

Fiscal 1996 was a very good year for the support functions of the company.
Manufacturing continued to run environmentally responsible and safe
operations. Capital expenditures were $7,184,000, versus depreciation and
amortization charges of $7,926,000. We had record outputs in mining and
shipments and we also expanded our base of mineral reserves.

Oil-Dri Transportation delivered on its mission to ensure on-time
deliveries at affordable costs and to support our customer service
requirements. Additionally, the group reduced overall transportation costs
by expanding their backhaul business with outside customers.

The Logistics, Quality and Service team helped distinguish Oil-Dri in each
of our markets as a supplier that is flexible and responsive to customer
needs. Customer service and information management systems have seen
significant improvement.

Research and development activities, including technical service, were
provided by our team of scientists and technicians in Vernon Hills,
Illinois. They continue to play an important role in our existing markets
as well as in the identification of potential markets.

Financial

Our balance sheet remains strong with a current ratio of 2.7. Additionally,
fiscal 1996 was an outstanding year for generating cash. Balances of cash
and investments were $11,708,000 at July 31, 1996, an increase of 4.9% in
spite of spending $2,434,000 for the repurchase of 167,000 shares of Oil-
Dri stock. Dividend payout was $2,015,000 and $1,145,000 was used to reduce
debt.

In the last few years, the company has repurchased 300,000 shares of Oil-
Dri stock. At its meeting in June, the Board of Directors authorized a new
share repurchase program for an additional 400,000 shares. If we complete
this repurchase program and add another 400,000 shares to the treasury, we
will have reduced the total outstanding shares by 10%.

With Thanks

I would like to recognize and thank Norman B. Gershon who served on our
Board of Directors for 20 years. While continuing in his capacity as Vice
President of European Operations and Managing Director of Oil-Dri, S.A.,
Nick  did not stand for re-election to the board this past December.

Bruce Sone, after 35 years with the Company, has chosen to retire as of
August 1, 1996. In addition to his work in expanding our consumer business,
Bruce served as a director for 16 years. Bruce's contributions to the
development of Oil-Dri and the building of its management team are greatly
appreciated.

Ronald Gordon joined the Oil-Dri Board of Directors this year. Ron has many
years of experience in consumer packaged goods and we are grateful to have
the benefit of his counsel.

The Year Ahead

We look forward to fiscal 1997 as a year in which we will spend less on
advertising and see our investment in the consumer market deliver increased
sales and profits. Reduced capital requirements should continue to generate
cash, and a Company-wide cost reduction program will focus everyone's
attention on profitability. We also anticipate another record year from the
Agrisorbents Products Group and we hope to see continued progress in the
profitable development of the Industrial and Environmental and Fluids
Purification Groups.

Sincerely,

Dan Jaffee
President and Chief Operating Officer

We at Oil-Dri are focusing our efforts on building the teams, brands and
profits that will combine to increase our shareholder value. Building is
the most critical component of our vision because it conveys our intention
to systematically and methodically work our way towards our end result 
creating shareholder value. To build anything properly, you need a blend of
the right materials, good blueprints and, most importantly, talented
individuals to execute the plan.

Between 1983 and 1993, my father led a team of talented, highly-motivated
people through a dynamic period of Company growth. During this eleven year
period, net sales grew from $34 million to $141 million; a compound annual
growth rate of 14%. Net income exploded, growing from $1.1 million to $9.4
million; a compound annual growth rate of 22%. Most impressive was our
stock price. Adjusted for all splits, it was selling for $1.69 per share on
July 31, 1982. On the same date, eleven years later, the stock was selling
for $24.50 per share.

I see a real similarity between where we were at the start of that growth
period in 1982 and where we are today. The catalyst behind that growth was
focusing senior managers on creating shareholder value over the long-term.
The vehicle to motivate these managers was the 1981 Incentive Stock Option
Plan. When used correctly, stock options provide an ideal tool for bringing
together the interests of both the shareholders and the senior leaders of
the business.

The option plan that you, the shareholders, voted into place a year ago is
giving me the device I need to build a successful team of managers. It has
been instrumental in attracting and retaining extremely talented
individuals. In the following pages of this annual report, you will be
introduced to many of the people who are critical to the success I am
confident we are going to achieve. You will see that we have a nice blend
of seasoned Oil-Dri veterans and energetic newcomers who learned their
trade at highly successful, sophisticated companies like Miles, Inc.,
Alberto-Culver and Amoco. The common thread is that all are proven winners
who see the opportunity to make the next ten to fifteen years the defining
period of their careers. The stock options will once again join your
interests with ours, as these managers focus on building our business and
creating shareholder value.

I once asked Ned Jannotta, a long-time board member and mentor, what Oil-
Dri needed to do to get our stock price back where it belonged. Did we need
to more aggressively market our stock? Should we be courting analysts to
follow our performance? What was the key? His answer was profound in its
simplicity. Ned told me, Dan, you need to deliver predictably outstanding
earnings growth on a long-term basis, and the rest will take care of
itself. Our business managers know that the sum of our parts equals our
whole. Their challenge is to grow their businesses profitably. Each and
every unit needs to deliver on its own annual plan and the rest will fall
into line.

Each unit has a powerful blend of a strong team, the highest quality
products and unparalleled service. All of these combine to satisfy the
demanding needs of our customers. We must leverage these strengths and
deliver new products to our existing customers and existing products to new
customers. The growth opportunities facing our business are endless, our
challenge is to determine which opportunities will deliver value to our
shareholders over the long-term.

The end of fiscal 1996 marks the completion of our first year of getting
Oil-Dri back on our historic path of growth. We accomplished many things
and, in a number of ways, we are in a better position today than we were at
the outset of the year, as evidenced by the achievements referenced in the
letter from our chairman. Additionally, the entire Oil-Dri team has never
been stronger.

Let's analogize our business to running an NCAA Division I football program
and you, the shareholders, are the alumni association. Your new head coach
finishes his first full season with three wins and eight defeats. In the
ensuing two seasons his team wins two, loses nine and then wins three,
loses seven and ties one. Do you start cheering for a different school or
do you hang onto your season tickets (shares of stock) because you know the
team has been getting stronger even though their record has not reflected
progress?

If you opted to change teams, you gave up a year too soon. However, if you
chose to stick with the program, you just found your team in Pasadena. This
scenario is not hypothetical. The head coach is Gary Barnett and the school
is Northwestern University. In Mr. Barnett's fourth year as head coach, his
Wildcats had ten victories and only one defeat on their way to the Rose
Bowl.

The point of this analogy is to illustrate that building a winning team
takes time. We have a good program at Oil-Dri and only recently have
suffered more defeats than we would like. We are blessed with a strong
and talented team of players throughout the organization. Each of our
business units is focused on building its teams, brands and profits to get
us back to our old winning ways. Fiscal 1997 will be the year to clearly
demonstrate that we are on the right track. We need to balance our
aggressiveness in taking advantage of opportunities that are right in front
of us with the necessity to deliver at the bottom line.

Sincerely,

Mike Goldberg
Vice President & Chief Financial Officer

As the newest member of the Oil-Dri management group, I have been given the
opportunity to be part of a team that is striving to build a stronger
company for the future. The philosophy of our team is clear - we are here
for the long-term. We must set financial goals to help build sustainable
and profitable businesses that will reward both our shareholders and
employees.

Last year we began the process of building a stronger finance department
that can better analyze the cost structure of the Company and develop tools
to improve the Company's financial planning and reporting capabilities. As
a result, the Company is better positioned today to financially plan for
its future than at any time in its history.

The strengths of the finance department are treasury management, its
ability to analyze and develop alternative financing opportunities and its
ability to develop solutions to internal and external financial reporting
issues.  Future focus will be on understanding more clearly the cost
drivers in each individual business unit, delivering the financial data
that will help our business managers run their units and providing the
financial tools needed to plan and measure each group's performance. We
must continually ask ourselves if everything we do improves our chance to
grow the business or profits. At the same time, we must ensure that
adequate controls are in place to safeguard the Company's assets and work
towards maintaining those assets at optimum levels.

Richard Hardin
Group Vice President, Technology

Product innovations continue to increase sales and market opportunities at
Oil-Dri. My responsibilities involve fostering effective communication
between sales and marketing and research and development (R&D). This
ensures that we focus our efforts on creating the most effective match of
our resources and our opportunities to establish a market fit.

A drive to innovate and a sound understanding of the marketplace, filtered
through a screen of common sense and a thorough knowledge of our resource
base, are the basics for identifying new applications and opportunities.

The strongest part of our research program is the team of people. They
bring an outstanding base of education and experience to our effort. Our
researchers are highly responsive to our business units and clearly able to
communicate research results and their implications for the business.

During the past year, R&D was very responsive to the product support and
product improvement needs of our business units. This resulted in better
control of our quality, product performance advances, improved profit
margins and new products.

In the next few years, my most important contribution to the company will
be to help establish a corporate-driven commitment and mechanism for
defining new product application goals. The ongoing challenge is to
allocate our valuable R&D resources in a manner that ensures a healthy
stream of new innovations without compromising technical
support of our existing products.

Jim Davis
Vice President, Manufacturing

Our ability to locate, mine, process and sell mineral products to consumer,
agricultural, industrial, environmental and fluid purification markets is
exceptional. In addition to the marketing of such diverse products, there
are complicated manufacturing, engineering, exploration, mining,
environmental and health and safety issues. Oil-Dri has been in this
business for over half a century and has the greatest supply of quality
reserves in the industry. While we have some very reputable competition in
the markets in which we compete, I feel confident that none of these
companies can match our experience and know how.

During fiscal 1996, we reduced costs, improved environmental compliance
procedures, delivered better product quality and increased worker safety.
Emphasis on worker safety is good for our employees and our bottom line. We
had a 46% decrease in worker's compensation claims in the last year. All of
our plants met environmental compliance regulations and, by working with
the Mississippi Department of Environmental Quality, we were able to
implement a program that will deliver a cost saving of more than $200,000.
We also played a role in the development of new products and processes,
which ultimately deliver more profitability to the company and its
shareholders.

The vertical integration of Oil-Dri is one of the elements that has driven
our success. Because we control all aspects of our production, we are in a
position to control our destiny and deliver the best possible products at
the lowest
possible cost.

Tom Cofsky
Vice President, Logistics, Quality and Service

As a support group, Logistics, Quality and Service (LQS) adds value by
keeping our customers satisfied. This involves providing courteous service
and furnishing accurate and meaningful information as we strive to make
doing business with Oil-Dri simple and pleasurable. Additionally, LQS has
helped increase employee productivity through systems improvements. This
allows us to handle more business without adding staff.

In the last year, LQS kept expenses below plan while keeping our
information systems running and delivering excellent service to our
customers. Qualitative successes included increasing the involvement of our
customer service representatives with the business teams. They are now
participating and contributing at a higher level. Additionally, many small
steps were taken to improve our information systems and problem resolution
processes. With each small improvement we have made it easier for people to
do their jobs and we have taken action to prevent problems that impact our
profitability and our customers' satisfaction.

My philosophy is not to accept things as they are, but to focus on what
they could or should be. Seeing the positive impact of quality
improvements, both at the customer level and at the profit level, is very
motivating. Our corporate dedication to continuous improvement gives each
individual team member the power to say, We could do this better.

Steve Levy
Vice President and General Manager, Consumer Products

Oil-Dri's management team has the confidence required to make decisions
that provide for the longer-term success of the entire business rather than
focusing exclusively on delivering short-term results. This has allowed us
to begin building a brand franchise and a more dominant position in the cat
box filler category.

Our two new Cat's Pride products have generated $10 million in net sales.
These items helped drive retail sales in our grocery and mass merchandiser
accounts. IRI data that reflects the last six months of our fiscal year
shows retail sales of the Cat's Pride brand up 27%, greatly exceeding
category growth of 4%.

These gains in new product sales helped offset revenue declines of
approximately $7 million in our largest wholesale club account.

Unquestionably, there is more value in diversification. New sales of our
Cat's Pride products were spread across a much broader customer base. The
continued diversification of our customers and our branded product
offerings will provide Oil-Dri and its shareholders with more reliable
performance.

Building our brand franchise also allows us to work toward the company's
goal of building profits. Both products introduced in 1996 have higher
gross profit margins than the divisional average. These higher margins will
justify marketing support and deliver more profits.

Jim Van Vliet
Director of Marketing, Consumer Products

Introductions of the Cat's Pride Scoopable Stretch Jug and Kat Kit
required significant investment spending during the year. This product
launch has improved our retail position and increased our presence in the
grocery trade, which represents 70% of total U.S. cat litter sales. In a
time of category consolidation, the Cat's Pride franchise is the only cat
litter brand showing substantial retail growth.  Despite constant
competitive pressure, investment in our  brand franchise has delivered a
substantial return as indicated by IRI data coinciding with our fiscal year
end:

Total U.S. Grocery
12 week period ended 7/14/96

Dollar Sales                             ACV Weighted  Distribution
% Change vs. Dollar Share  Dollar Share      Pt.        Change Vs.
  Year Ago    of Category   Pt. Change   Distribution    Year Ago
                                           
+42.6%       6.1%          +1.8          56.1%         +10.6

The new Cat's Pride products are not me too products easily duplicated by
our competition. As the fourth largest marketer of branded cat box filler
products, innovation is mandatory. It allows us to provide consumers with
both quality and value. Our challenge is to leverage our proven track
record as the innovator in the category and fill the marketing pipeline
with new product ideas or the next great marketing innovation. We must be
faster, smarter and more creative than the competition.

Peter Collins
Director of Grocery Sales, Consumer Products

In today's fast-paced world of information and technology, the
manufacturers and retailers that are going to survive in the consumer
market are the ones that can effectively manage the enormous amount of
market data, condense it, and most importantly interpret it to deliver
value to the retailer.

This data and an unbiased evaluation of consumer trends are demanded by
retailers. Oil-Dri Corporation of America is in a position to deliver this
information as well as the new product innovations that consumers want.

Consolidation has brought some large competitors into the cat box filler
market, but none of them have the same single-minded focus we deliver to
this category. We have the best quality reserves, the most sophisticated
research and highly innovative products.

This past year, the sales force expanded sales into new markets and
increased sales in our core markets by leveraging the new Cat's Pride
products. In the last three months of fiscal 1996, our dollar share of the
$488 million retail grocery market increased 43%, and our ACV weighted
distribution increased 23%.

For the new year, I have identified with each salesperson three major
business initiatives within their territories that, if successfully
executed, will deliver strong sales and profit growth. My goal is to keep
the sales plan simple, focused and deliverable.

Daniel Jones
Vice President, Favorite Products, Ltd.

Favorite Products, a wholly-owned subsidiary of Oil-Dri, supplies our
Canadian markets with quality cat litter products under the brand names
Saular and Cat's Pride.  The Saular brand has had a very strong presence
in the Quebec market for many years and our goal is to expand  upon this
success in other Canadian markets. Favorite also sells industrial and
environmental products in Canada.

The consumer business is focused on our most profitable and value-added
products; Saular Kat Kit, Saular Scoopable Plus and Saular Plus. The
Saular brand in the Quebec grocery market is very strong, with a 51% dollar
share. The A.C. Nielson report for the 52 weeks ended July 20, 1996,
illustrates the growth of our premium products. Saular Kat Kit increased
sales 41% over the prior year and  Saular Plus was up 15%, while the
category remained flat.

Building long-term partnerships with our customers and assuring that the
products we offer increase category profitability while meeting the needs
and wants of consumers is vital. Innovative, value-added products are the
trademark of Oil-Dri and Favorite Products and they have been the growth
drivers for our business in Quebec. By adapting these programs for other
markets, we plan to build the Saular brand in the rest of Canada.

Chuck Boland
General Manager, Agrisorbents Product Group

Understanding a customer's decision-making process requires knowing as much
about their business as they do. It requires a level of relationship well
beyond the traditional buyer-seller structure. This understanding must be
used to deliver innovations that increase the value and satisfaction
delivered by Oil-Dri's agricultural products and services. Focus on
customer needs will also provide opportunities to grow sales of existing
products and create line extensions.

In the crop protection market we are recognized for quality products and
services. As we expand further into  animal health and nutrition and turf
and ornamental applications, we can leverage the processing and technical
expertise acquired in the crop protection industry.

During the past year, strong demand from our customers allowed us to take
advantage of earlier investments in plant and marketing infrastructures.

Looking forward, we will identify new products and applications driven by
customer needs. The animal health and nutrition and the turf and ornamental
markets are growing in real terms and we have strengths in marketing, R&D
and logistics that can be leveraged. We are well positioned to bring value-
added products to the sophisticated buyers in these markets.

Wade Bradley
General Manager, Industrial & Environmental Product Group

Our divisional challenge has been to improve profitability, restructure for
more efficiency and identify opportunities for future growth. This year we
achieved our financial plan, delivered a contribution to the company,
reorganized the sales team based on targeted selling and distribution and
identified two solid market opportunities for growth.

Our position as the only supplier of a complete product line of clay floor
absorbents and non-clay sorbents is a major advantage. Other advantages
include our corporate capabilities such as management information services
and logistics. Oil-Dri has leveraged these and other internal capabilities
to service the needs of companies such as Wal-Mart, ADM and Monsanto. We
can learn from these successes and use the lessons to service the customers
in our industry.

We have also identified opportunities in the automotive and hardware
market. We are in the process of developing a family of products for use in
homes and garages. This line will build on the Oil-Dri brand name, the
professional's choice for over 55 years, and deliver quality products to
consumers as well as professionals.

Our mission is to be customer focused, profit driven and the leading U.S.
supplier of a comprehensive line of sorbent products and services.

Fielden Fraley
General Manager, Fluids Purification Group

Individual efforts directed towards shared goals and objectives enable a
team to meet its potential and deliver the best possible performance. The
Fluids Purification Group has built a very effective team that is focused
on expanding sales of our products on a worldwide basis.

Our success to date has come from identifying customer needs and delivering
products, some unique to the market, that improve processes and products.
We are fast and flexible. Knowledge of our markets, and the capabilities of
our raw materials allow us to recognize growth opportunities.

The competitive nature of the global marketplace demands continuous
improvement of our products. During the third quarter of fiscal 1996, we
introduced two new products for the oils and fats refining industry. These
products represent technical improvements and will deliver more
profitability. Our new manufacturing facility in Georgia will optimize our
unique processing methods and deliver future product innovations.

We hold a significant share of the market in North America, Latin America
and Asia. The goal of our team is to be the number one supplier of fluids
purification products to the industries and markets we serve on a global
basis. We must achieve this growth in the most profitable way we can in
order to deliver value to our customers and our shareholders.

Steve Azzarello
Commercial Manager, Latin America

Current trends are leading toward a truly global market. Technology has
made doing business all over the world not only possible but profitable.
Oil-Dri products fit into many markets outside the United States. We are
already doing business in over 60 countries, primarily with our fluids
purification products. The opportunity also exists to present some of our
other value-added products to these markets.

Business in Latin America increased 32% in the last year while expenses
remained flat. These increases in sales and profitability are evidence of
the shareholder value we are delivering from  overseas markets. Oil-Dri's
challenge will be to develop strategies which address language and cultural
differences as well as the needs of the customers in each target market.

Sales of fluids purification products have the potential to continue double
digit growth in Latin America. Training outside agents to sell these and
other Oil-Dri products will increase our efficiency in these distant
markets, but we can't  forget the value of firsthand experience. As the
novelist John le Carre wrote, A desk is a dangerous place from which to
view the world.

In 1986...

Gone With the Wind, by Margaret Mitchell,
turned 50. The novel, which sold 25,000,000 copies in its first half
century, hit the best seller list once again.

The space shuttle Challenger exploded, prompting renewed debate on the U.S.
space program.

The Statue of Liberty celebrated its 100th birthday in New York City. The
centennial celebration included a parade of ships from all over the world 
and the relighting of the torch by President Reagan.

The Oreo cookie marked its 75th year.

And at Oil-Dri...

The Company reported record sales of $52,841,000.

Cat box absorbents represented 22% of net sales.

The Company acquired 100% ownership interest in Favorite Products Company,
Ltd. of Montreal, Quebec.

The Company acquired the Georgia South Plant to meet increased customer
demand for cat litter and floor absorbents.

Pure-Flo bleaching clays and Ultra-Clear clarification aids were
introduced to the fluid purification market.

       

         Five Year Summary of Financial Data

                                           Year Ended July 31
SUMMARY OF OPERATIONS            1996         1995         1994
                                              
Net Sales                    $153,786,754 $152,899,109 $147,146,793
Cost of Sales                107,729,770  108,268,431  102,456,815
Gross Profit                 46,056,984   44,630,678   44,689,978
                                                       
Selling, General and                                   
                                            
  Administrative Expenses*   39,941,751    31,788,731   30,261,701

Income from Operations       6,115,233     12,841,947   14,428,277
Other Income (Expense)                                 
                                              
  Interest Income            586,623      448,268      440,796
  Interest Expense           (1,916,569)  (1,921,261)  (1,751,839)
  Foreign Exchange (Losses)  (    6,693)  (    5,463)  3,009
Gains
                                              
  Amortization of Goodwill   (  131,160)  (  132,048)  (  132,001)
  Other, Net                 135,968      (   84,018)      171,142
    Total Other Expense, Net (1,331,831)  (1,694,522)  (1,268,893)
Income before Income Taxes   4,783,402    11,147,425   13,159,384

Income Taxes                 1,409,145      3,144,597    3,307,184

Net Income                   $3,374,257   $8,002,828   $9,852,200
Average Shares Outstanding   6,806,891    6,935,975    7,010,724
Net Income per Share         $0.50        $1.15        $1.41
Important Highlights                                   
                                              
Total Assets                 $117,692,868  $116,987,683  $112,267,182
Long-Term Debt               $18,978,000   $20,422,265   $21,521,243
Working Capital              $30,398,649   $33,074,318   $29,337,449
Working Capital Ratio        2.7           3.1           3.0
Capital Expenditures         $7,184,337    $7,032,064    $13,559,232
Depreciation and
                                                
Amortization                 $7,925,806    $7,808,496    $6,798,038
Long-Term Debt to Equity     24.6%        26.1%        29.5%
Ratio
Net Income as a Percent of                             
                                              
Net Sales                     2.2%         5.2%         6.7%
Return on Average                                      
                                           
 Stockholders' Equity        4.3%         10.6%        14.1%
Gross Profit as a Percent of                           
                                              
Net Sales                    29.9%        29.2%        30.4%
  Sales
Operating Expenses as a                                
                                              
Percent                      26.0%        20.8%        20.6%
  of Net Sales

   1993         1992
           
$140,866,110  $124,584,756
           
97,396,563    85,116,335
           
43,469,547    39,468,421

           
29,420,831    28,835,931

14,048,716    10,632,490

451,519      514,756
          
(1,728,817)  (1,884,166)
       
(   87,655)  63,471
          
(  131,799)  (131,079)
          
(  298,485)  15,198
          
(1,795,237)  (1,421,820)
          
12,253,479   9,210,670

2,833,837    2,110,262

$9,419,642   $7,100,408
          
7,031,116    7,026,300
          
$1.34        $1.01

$102,116,632 $95,017,573
          
$17,765,941  18,831,133
          
$26,043,415  $24,358,769
          
2.7          2.8
          
$9,158,173   $8,039,979
          
5,834,854    5,407,341
          
26.7%        31.6%

6.7%         5.7%

14.9%        12.4%

30.9%        31.7%

20.9%        23.1%

                  Management's Discussion and Analysis of
               Financial Condition and Results of Operations

Results of Operations
Fiscal 1996 Compared to Fiscal 1995

Consolidated net sales for the year ended July 31, 1996, were $153,787,000,
an increase of 0.6% over net sales of $152,899,000 in fiscal 1995.  Net
income for fiscal 1996 was $3,374,000 or $0.50 per share, decreasing 57.8%
from net income of $8,003,000 or $1.15 per share in fiscal 1995.

Net sales of industrial and environmental sorbents, consisting of clay and
non-clay products, decreased $1,615,000 or 8.6% from prior year levels due
to decreased unit shipments of both clay and non-clay products.  Net sales
of industrial clay products fell $557,000 or 4.2% from prior year levels.
Net sales of non-clay sorbents decreased $1,058,000 or 19.8%, reflecting
increased competition in the markets in which the Company participates and
a refocused sales and marketing effort towards higher margin products.  Net
sales of cat box absorbents decreased $363,000 or 0.5% below fiscal 1995
levels. Although the Company expanded dollar share in the grocery and mass
merchandiser markets, these market share gains were offset by the decline
in sales to the Company's largest club account, Sam's Club, due to the
introduction of a private label scoopable litter that replaced the
Company's branded scoopable product in a substantial number of Sam's
stores. Although the Company's branded cat litter products were
reintroduced into Sam's stores during the fourth quarter, continued
distribution is not assured.  Net sales of agricultural carriers and
absorbents increased $3,257,000 or 19.6% from the prior fiscal year due to
increased unit shipments caused by increased planting acreage.  Net sales
of fluids purification adsorbents decreased $362,000 or 3.0% from fiscal
1995 due primarily to competitive pressures and continued sluggish demand
in certain of the Company's markets.  Sales of transportation services
increased $357,000 or 3.8% from fiscal 1995 levels due to increased
backhaul revenue.

Consolidated gross profit as a percentage of net sales increased to 29.9%
of net sales in fiscal 1996 from 29.2% in fiscal 1995.  This increase was
principally due to a greater portion of net sales being generated in the
agricultural market and net sales of higher value products in the grocery
market.  Additionally, cost increases for packaging and fuel in fiscal 1995
have moderated in fiscal 1996.

Operating expenses as a percentage of net sales increased to 26.0% of net
sales in fiscal 1996 from 20.8% of net sales in fiscal 1995.  This increase
includes $6.5 million for promotional and advertising programs associated
with new product introductions.  Also included in operating expenses is a
charge of $921,000 reflecting the settlement of a patent infringement
action in the second quarter of fiscal 1996.

Interest expense remained unchanged in fiscal 1996.  Increased interest-
bearing deferred compensation balances offset reductions in the balance of
current and long-term notes payable.  Interest income increased $138,000
from fiscal 1995 due to higher invested balances.

The Company's effective income tax rate increased to 29.5% in fiscal 1996
from 28.2% in the prior fiscal year.  This change is a result of two
factors:  lower domestic income subject to depletion allowances and a
greater percentage of total income earned in higher tax jurisdictions.  The
provision for income tax expense for the fourth quarter and year ended July
31, 1995 includes a charge of $263,000 reflecting a change in the estimated
amounts of depletion deductions and temporary differences between financial
reporting and tax reporting for the year ended July 31, 1994.

Total assets of the Company increased $705,000 or 0.6% during the year
ended July 31, 1996.  Current assets decreased $535,000 or 1.1% from prior
fiscal year-end balances due to lower accounts receivable and prepaid
income taxes.

Property, plant and equipment, net of accumulated depreciation and
amortization, decreased $1,247,000 or 2.1% due primarily to depreciation
expense exceeding capital expenditures by $563,000 and the sale of fixed
assets with a net book value totaling $646,000.  Investments in property,
plant and equipment included expenditures for increased productivity,
capacity enhancements, pollution control and equipment upgrades.

As of July 31, 1996, the Company has invested approximately $752,000 in
Kamterter, Inc., a company that researches and applies biotechnology in the
agricultural field.  This investment, recorded at cost, represents a 13%
equity interest in Kamterter.  During the year ended February 29, 1996, and
in subsequent interim periods, Kamterter has generated operating profits.
While the Company believes that Kamterter's prospects have improved,
Kamterter's future financial condition and results of operation cannot be
predicted.

Total liabilities increased $1,814,000 or 4.7% in the year ended July 31,
1996 due primarily to increased accounts payable, deferred compensation and
income taxes payable.

Expectations

The Company anticipates increased sales in fiscal 1997.  Sales of branded
cat box absorbents are expected to increase as new product introductions
gain incremental distribution in the grocery and mass merchandise markets.
However, this overall sales growth is subject to continuing competition for
shelf space in the grocery, mass merchandiser and club markets.  Investment
in the Company's consumer product launch is in line with original budgets,
and the Company expects the profitability of these products to favorably
impact earnings as spending on advertising and promotion returns to more
normal levels in fiscal 1997.  High crop prices and strong export demand
indicate that the market for the Company's agricultural products will
remain strong in the foreseeable future.  In fluids purification, a new
manufacturing facility will provide higher performance products, including
Perform and Select, which are expected to compete more effectively in the
market.  The Company is going through an intensive review of its entire
cost structure, with a goal of significantly reducing costs.

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

Liquidity and Capital Resources

In fiscal 1996, the current ratio decreased to 2.7 from 3.1 as of July 31,
1995.  Working capital decreased $2,676,000 or 8.1% for the year ended July
31, 1996.  Cash provided by operations continues to be the Company's
primary source of funds to finance operating activities and capital
expenditures.  In fiscal 1996 net cash flows from operating activities
increased 1.2% to $12,469,000.  This cash was used to fund capital
expenditures of $7,184,000, pay Company dividends of $2,015,000 and
repurchase shares of the Company's stock at a cost of $2,434,000.  The
Company may continue to repurchase its Common Stock from time to time.  As
of July 31, 1996, total consolidated cash and investments were $11,708,000,
up 4.9% from $11,162,000 as of July 31, 1995.  Of this amount, balances
held by the Company's foreign subsidiaries as of July 31, 1996 and 1995
were $1,594,000 and $3,296,000, respectively.

The Company's long-term debt as of July 31, 1996 decreased $1,444,000 or
7.1% from fiscal 1995 balances, primarily due to scheduled debt repayments.
Long-term debt to equity decreased to 24.6% from 26.1% as of July 31, 1995.

The Company's line of credit arrangements are discussed in Note 3 to the
consolidated financial statements.  During the year ended July 31, 1996,
there were no borrowings under the line of credit.  Management believes
that funds generated from operations and available borrowing capacity are
adequate to meet the Company's cash needs for fiscal 1997.

Fiscal 1995 Compared to Fiscal 1994

Consolidated net sales for the year ended July 31, 1995 were $152,899,000,
an increase of 3.9% over net sales of $147,147,000 in fiscal 1994.  Net
income for fiscal 1995 was $8,003,000 or $1.15 per share, decreasing 18.8%
from net income of $9,852,000 or $1.41 per share in fiscal 1994.  Fiscal
1995 and prior year's net sales reflected a reclassification of trade
marketing costs to selling expenses.  This classification is commonly used
by companies in consumer products industries and reflects the Company's
continued and planned growth in this area.  Trade marketing costs were
previously classified as a reduction of revenues.  The reclassification
increased sales, gross profits and selling expenses, each by the same
amount, and had no effect on reported income from operations, net income or
net income per share.  The reclassification primarily affected reported
sales of the consumer division.

Sales increases were primarily the result of increased unit shipments and
slightly increased average sales per unit due to changes in product sales
mix.  Net sales of industrial and environmental sorbents, consisting of
clay and non-clay products, decreased $1,043,000 or 5.2% from prior year
levels due to decreased unit shipments of clay products.  Net sales of
industrial clay products fell $611,000 or 4.3% from prior year levels.
Sales of non-clay sorbents decreased $432,000 or 7.5%, reflecting increased
competition in the markets in which the Company participates.  Net sales of
cat box absorbents increased $5,871,000 or 7.6% above fiscal 1994 levels.
This growth was driven by unit sales increases of private label litters in
the mass merchandising distribution channel and increased grocery market
penetration.  Net sales of agricultural carriers and absorbents decreased
$1,719,000 or 9.4% from the prior fiscal year due to decreased unit
shipments caused by reduced planting, inventory carryover and higher
chemical loading of crop protection products.  Net sales of fluids
purification adsorbents remained flat versus fiscal 1994.  The high quality
of domestic crude vegetable oils and adverse growing conditions in certain
foreign markets reduced consumption of the Company's bleaching earth
products.  Sales of transportation services increased $1,825,000 or 24.3%
from fiscal 1994 levels due to increased fleet size and backhaul revenue.

Consolidated gross profit as a percentage of net sales decreased to 29.2%
of net sales in fiscal 1995 from 30.4% in fiscal 1994.  This decrease was
principally due to increased packaging and shipping costs and a shift in
product mix in the consumer business towards private label litters.

Operating expenses as a percentage of net sales increased slightly to 20.8%
of net sales in fiscal 1995 from 20.6% of net sales in fiscal 1994.  This
change reflected management's continued focus on controlling overhead costs
while expanding sales and marketing efforts.

Interest expense increased $169,000 due to higher average debt outstanding,
and interest income remained substantially unchanged in fiscal 1995.

The Company's effective income tax rate increased to 28.2% of income in
fiscal 1995 from 25.1% in the prior fiscal year.  The provision for income
tax expense for the fourth quarter and year ended July 31, 1995, included a
charge of $263,000 reflecting a change in the estimated amounts of
depletion deductions and temporary differences between financial reporting
and tax reporting for the year ended July 31, 1994.

Total assets of the Company increased $4,721,000 or 4.2% during the year
ended July 31, 1995.  Current assets increased $4,383,000 or 9.9% from
prior fiscal year-end balances due to higher accounts receivable and
prepaid balances.  Inventory balances decreased, primarily because a
capacity expansion at the Company's Ripley, Mississippi facility was
completed, reducing overall inventory needs.

Property, plant and equipment, net of accumulated depreciation and
amortization, decreased $784,000 or 1.3%.  Investments in property, plant
and equipment included expenditures for increased productivity, capacity
expansion, pollution control, and equipment upgrades.

As of July 31, 1995, the Company had invested approximately $717,000 in
Kamterter, Inc., a company that researches and applies biotechnology in the
agricultural field.  This investment, recorded at cost, represents a 14%
equity interest in Kamterter.  During the year ended February 28, 1995, and
in recent interim periods, Kamterter began to generate operating profits.
While the Company believes that Kamterter's prospects have improved,
Kamterter's future financial condition and results of operation cannot be
predicted.

Total liabilities decreased $558,000 or 1.4% in the year ended July 31,
1995 due primarily to debt reduction.

Foreign Subsidiaries

Net sales by foreign subsidiaries during fiscal 1996 were $11,892,000
constituting 7.7% of net sales.  This amount represents a decrease of
$356,000 from fiscal 1995, in which foreign net sales were $12,248,000 and
constituted 8.0% of net sales.  The decrease in foreign subsidiary sales
resulted primarily from reduced sales in the United Kingdom due to lower
demand for the Company's animal nutrition products.  Net income of the
Company's foreign subsidiaries during fiscal 1996 was $554,000, as compared
with $763,000 in fiscal 1995.  Identifiable assets of the Company's foreign
subsidiaries as of July 31, 1996, were $9,036,000, a decrease of $535,000
from fiscal 1995 year-end balances.

Net sales made by the Company's foreign subsidiaries for the year ended
July 31, 1995, were $12,248,000, constituting 8.0% of net sales.  This
amount represented an increase of $1,000,000 from fiscal 1994, in which
foreign subsidiary sales were $11,248,000 and constituted 7.6% of net
sales.  This increase in foreign subsidiary sales resulted from increased
market share in Canadian cat litter markets and price increases at the
Company's United Kingdom subsidiary.  Net income of the Company's foreign
subsidiaries during fiscal 1995 was $763,000, as compared to $403,000 in
fiscal 1994.  The identifiable assets of the Company's foreign subsidiaries
as of July 31, 1995, were $9,571,000, a slight decrease from fiscal 1994
year-end balances.

                                     
               Consolidated Statements of Financial Position

                                                            July 31
                                              1996         1995
ASSETS                                                 
Current Assets                                         
                                           
 Cash and cash equivalents (Note 1)       $10,113,544  $8,829,667
 Investment securities, at cost, which                 
                                              
     approximates market                  1,594,000    2,332,665
 Accounts receivable                      20,666,623   21,529,168
   Less allowance for doubtful accounts   (225,970)    (180,602)
 Inventories (Note 1)                     11,737,068   10,917,099
 Prepaid expenses                         4,325,061      5,317,169
      Total Current Assets                48,210,326    48,745,166

Property, Plant and Equipment, at Cost (Notes          
1 and 3)
                                                 
 Buildings and leasehold improvements     15,666,801   15,335,526
                                                 
 Machinery and equipment                  78,918,785   76,721,765
                                                 
 Office furniture and equipment           8,181,596    7,831,961
                                                     
 Vehicles                                 119,622          117,906
                                                    
                                          102,886,804  100,007,158
 Less accumulated depreciation and       
                                                 
amortization                              (54,730,624  (47,498,516)
                                          48,156,180   52,508,642
 Construction in progress                 4,024,354    1,289,855
 Land and mineral rights                  6,031,888      5,660,898
      Total Property, Plant and           58,212,422    59,459,395
Equipment, Net
                                                       
Other Assets                                           
 Goodwill (Net of accumulated                          
amortization of                                        
  $1,204,564 in 1996 and $1,073,404 in    4,172,526    4,304,286
1995)          (Note 1)
 Deferred income taxes (Note 4)           2,264,291    484,324
 Other                                    4,833,303      3,994,512
      Total Other Assets                  11,270,120     8,783,122
                                                 
 Total Assets                             $117,692,868  $116,987,683

The accompanying notes are an integral part of the consolidated financial state
ments.

                                                           JULY 31
                                             1996         1995
LIABILITIES AND STOCKHOLDERS' EQUITY                   
Current Liabilities                                    
 Current maturities of notes payable      
                                              
(Note 3)                                  $1,626,762   $1,097,976
 Accounts payable                         5,338,787    4,710,251
 Income taxes payable                     691,106      -
 Dividends payable                        519,610      511,166
 Accrued expenses                                      
   Salaries, wages and commissions        1,970,422    2,362,102
   Trade promotions and advertising       4,188,756    4,272,740
   Freight                                711,513      747,042
   Other                                  2,764,721      1,969,571
      Total Current Liabilities           17,811,677    15,670,848

Noncurrent Liabilities                                 
                                           
 Notes payable (Note 3)                   18,978,000   20,422,265
 Deferred compensation (Note 5)             2,253,313    1,778,075
 Other                                    1,420,382        778,112
      Total Noncurrent Liabilities        22,651,695    22,978,452
      Total Liabilities                   40,463,372    38,649,300

Stockholders' Equity                                   
                                                 
 Common and Class B Stock (Note 6)        723,552      723,352
 Paid-in capital in excess of par value   7,660,600    7,657,394
 Retained earnings                        77,385,514   76,033,462
 Cumulative translation adjustments                   
                                              
(Note 1)                                  (1,018,416)  (987,781)
                                          84,751,250   83,426,427
                                                 
 Less treasury stock, at cost (Note 6)    (7,521,754)  (5,088,044)
      Total Stockholders' Equity          77,229,496    78,338,383
 Total Liabilities and Stockholders'      $117,692,868  $116,987,683
Equity

                   Consolidated Statements of Income

                                                      Year Ended July 31
                                      1996         1995          1994
                                                     
Net Sales                          $153,786,754 $152,899,109  $147,146,793
Cost of Sales                      107,729,770  108,268,431   102,456,815

Gross Profit                       46,056,984   44,630,678   44,689,978
                                                             
Selling, General and                                         
                                                     
Administrative                     39,941,751    31,788,731   30,261,701
  Expenses
                                                     
Income from Operations             6,115,233     12,841,947   14,428,277
                                                             
Other Income (Expense)                                       
                                                    
  Interest income                  586,623      448,268      440,796
  Interest expense                 (1,916,569)  (1,921,261)  (1,751,839)
  Foreign exchange (losses) gains  (    6,693)  (    5,463)  3,009
  Amortization of goodwill (Note   (  131,160)  (  132,048)  (  132,001)
1)
                                                        
  Other, net                       135,968      (   84,018)      171,142
                                                    
     Total Other Expense, Net      (1,331,831)  (1,694,522)  (1,268,893)

Income before Income Taxes         4,783,402    11,147,425   13,159,384

Income Taxes (Note 4)              1,409,145      3,144,597    3,307,184

Net Income                         $3,374,257   $8,002,8281   $  9,852,200

Average Shares Outstanding (Note     6,806,891    6,935,975    7,010,724
6)

Net Income Per Share (Note 6)      $0.50        $1.15        $1.41

The accompanying notes are an integral part of the consolidated financial
statements.

              Consolidated Statements of Stockholders' Equity

                                            Shares           
                                     Common       Class B      Amount
                                           
Balance, July 31, 1993             5,008,086    2,173,755    $718,184
  Net income                       -            -            -
  Dividends declared               -            -            -
  Issuance of stock under option                             
                                                    
plans                              50,641       -            5,064
    (Note 7)
                                                    
  Awards of stock to employees     1,036        -            104
  Reissuance of treasury shares    -            -            -
  Conversion of Class B Stock to                             
                                                         
Common                                40,860    (   40,860)          -
    Stock (Note 6)

Balance, July 31, 1994             5,100,623    2,132,895    723,352
  Net income                       -            -            -
  Dividends declared               -            -            -
  Conversion of Class B Stock to                             
                                                         
Common                                18,201    (   18,201)          -
     Stock (Note 6)

Balance, July 31, 1995             5,118,824    2,114,694    723,352
  Net income                       -            -            -
  Dividends declared               -            -            -
  Conversion of Class B Stock to                             
                                                    
Common                             72,326       (  72,326)   -
     Stock (Note 6)
  Issuance of stock under 1995                               
                                                    
Long                               2,000        -            200
     Term Incentive Plan (Note 7)
                                           
Balance, July 31, 1996             5,193,150    2,042,368    $723,552

The accompanying notes are an integral part of the consolidated financial 
statements.

  Paid-In         
Capital In        
 Excess of    Retained
 Par Value    Earnings
          
$ 6,962,104  $62,031,814
- -            9,852,200
- -            (1,806,736)
             
673,988      -
20,916       -
386          -
             
        -             -

7,657,394    70,077,278
- -             8,002,828
- -            (2,046,644)
             
        -             -
             
7,657,394    76,033,462
- -             3,374,257
- -            (2,022,205)
- -            -

             -

3,206
         
$7,660,600  $77,385,514

             

                   Consolidated Statements of Cash Flows

                                                      Year Ended July 31
                                      1996         1995         1994
Cash Flows from Operating                                    
Activities
                                                    
  Net income                       $ 3,374,257  $ 8,002,828  $ 9,852,200
                                                             
  Adjustments to reconcile net                               
income
    to net cash provided by
operating
    activities
                                                    
     Depreciation and              7,925,806    7,808,496    6,798,038
amortization
                                                    
     Deferred income taxes         (1,791,247)   (575,130)   (944,905)
                                                    
     Provision for bad debts       202,690      51,013       4,744
     (Increase) decrease in                                  
                                                    
       Accounts receivable         692,363      (1,680,287)  (1,502,865)
                                                    
       Inventories                 (838,308)    319,844      (3,186,879)
                                                    
       Prepaid expenses and taxes  1,190,548    (1,608,299)  (1,114,801)
                                                    
       Other assets                (830,161)    (960,720)    (474,637)
     Increase (decrease) in                                  
                                                    
       Accounts payable            636,215      774,083      (916,395)
       Income taxes payable        456,708      -            -
       Accrued expenses            332,842      (32,319)     627,825
                                                       
       Deferred compensation       475,238          16,257      381,872
       Other                       642,270         201,428      300,336
                                                    
          Total Adjustments        9,094,964     4,314,366   (27,667)
                                                             
            Net Cash Provided by                             
                                                     
              Operating Activities 12,469,221    12,317,194   9,824,533
                                                             
Cash Flows from Investing                                    
Activities
                                                   
   Capital expenditures            (7,184,337) (7,032,064)  (13,559,232)
   Proceeds from disposition of                              
     property, plant and           923,437      -            -
equipment
                                                   
   Purchases of investment         (167,000)   (3,691,201)  (11,750,654)
securities                  
   Dispositions of investment                                
     securities                    906,283      4,722,543    13,910,258
   Other                           (267,693)    159,709      399,295
            Net Cash Used in                                 
                                                   
              Investing            (5,789,310) (5,841,013)  (11,000,333)
Activities
                                                             
Cash Flows from Financing                                    
Activities
                                                    
  Principal payments on long-term  (1,145,479)  (1,244,481)  (743,834)
debt
  Proceeds from issuance of long-                            
                                                    
term                               230,000      -            5,000,000
    debt
  Proceeds from issuance of                                  
                                                          
Common                             -            -            700,458
    Stock
                                                    
  Dividends paid                   (2,015,383)  (1,983,291)  (1,804,002)
                                                    
  Purchase of treasury stock       (2,433,710)  (  825,475)  (1,894,762)
                                                     
  Other                            (   31,462)     12,418        1,025
   Net Cash (Used in)                                 
                                                       
Provided by Financing              (5,396,034)  (4,040,829)  1,258,885
Activities
Net Increase in Cash and                                     
                                                    
  Cash Equivalents                 1,283,877    2,435,352    83,085
                                                             
Cash and Cash Equivalents,                                   
                                                    
  Beginning of Year                8,829,667    6,394,315    6,311,230

Cash and Cash Equivalents, End of  $10,113,544  $8,829,667   $6,394,315
Year

  The accompanying notes are an integral part of the consolidated financial
statements.

            Notes to Consolidated Financial Statements

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The consolidated financial statements include the accounts of Oil-Dri
Corporation of America and its wholly owned subsidiaries.  All significant
intercompany balances and transactions have been eliminated from the
consolidated financial statements.

No provision has been made for possible income taxes which may be paid on
the distribution of approximately $9,796,000 and $9,129,000 as of July 31,
1996 and 1995, respectively, of the retained earnings of foreign
subsidiaries, as substantially all such amounts are intended to be
indefinitely invested in these subsidiaries or no additional income taxes
would be incurred when such earnings are distributed.  It is not
practicable to determine the amount of income taxes or withholding taxes
that would be payable upon the remittance of assets that represent those
earnings.

Management Use of Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities as of the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period.  Actual results could differ from those
estimates.

Revenue Recognition

Revenues from sales of products and transportation services are recognized
upon shipment.

Income Taxes

Deferred income taxes reflect the impact of temporary differences between
the assets and liabilities recognized for financial reporting purposes and
amounts recognized for tax purposes.

Interest Rate Derivative Instruments

An interest rate swap agreement is utilized in the management of interest
rate exposure.

Interest differentials on the swap contract (Note 3) are recorded as
interest expense in the contract period incurred.  The Company recognized
additional interest expense of $58,100, $58,900 and $98,300 in fiscal years
1996, 1995 and 1994, respectively, as a result of this contract.

Reclassification

Certain items in prior year financial statements have been reclassified to
conform to the presentation used in fiscal 1996.

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Translation of Foreign Currencies

Assets and liabilities of foreign subsidiaries, where the local currency is
the functional currency, are translated at the exchange rates in effect at
period end.  Income statement items are translated at the average exchange
rate on a monthly basis. Resulting translation adjustments are recorded as
a separate component of stockholders' equity.

Changes in the cumulative translation adjustments account are as follows:

                                      1996         1995         1994
                                                   
Balance, at beginning of year      $(987,781)  (1,135,951)  $(901,783)
Translation adjustments resulting                            
from                                                         
                                                  
 exchange rate changes and         (   30,635)    148,170     (234,168)
intercompany        
 transactions

Balance, at end of year            $(1,018,416)  $(987,781) $(1,135,951)

Cash Equivalents

Cash equivalents are highly liquid investments with maturities of three
months or less when purchased.

Inventories

The composition of inventories is as follows:

       
                      1996         1995
                                 
           Finished       $ 6,728,150  $ 6,849,536
           goods
                                 
           Bags           3,754,087    2,575,259
           Supplies       1,018,304    1,272,443
           Fuel oil       236,527         219,861
                          $11,737,068  $10,917,099

Inventories are valued at the lower of cost (first-in, first-out) or
market.

Concentration of Credit Risk

Financial instruments which potentially subject the Company to
concentrations of credit risk consist principally of cash investments and
accounts receivable.  The Company places its cash investments in government
backed instruments, both foreign and domestic, and with other high quality
institutions.  Concentrations of credit risk with respect to accounts
receivable are subject to the financial condition of certain major
customers, principally the customer referred to in Note 2.  The Company
generally does not require collateral to secure customer receivables.

Property, Plant and Equipment

Property, plant and equipment expenditures are generally depreciated using
the straight-line method over their estimated useful lives as follows:

                                               Years

        Buildings and leasehold improvements    5-30
        Machinery and equipment                 3-15
        Office furniture and equipment          2-10
        Vehicles                                2-8

                   Notes to Consolidated Financial Statements

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Research and Development

Research and development costs of $2,026,000 in 1996, $1,826,000 in 1995
and $1,875,000 in 1994 were charged to expense as incurred.

Acquisitions

The excess of the Company's original investment over the fair value of the
net assets acquired at the date of acquisition is being amortized by the
straight-line method over 40 years.

Advertising Costs

The Company defers recognition of advertising production costs until the
first time the advertising takes place; other advertising costs are
expensed as incurred.

Fair Value of Financial Instruments

Non-derivative financial instruments included in the consolidated
statements of financial position are cash and cash equivalents, investment
securities and notes payable.  These instruments, except for notes payable,
were carried at amounts approximating fair value as of July 31, 1996.  The
fair value of notes payable was estimated based on future cash flows
discounted at current interest rates available to the Company for debt with
similar maturities and characteristics.  The fair value of notes payable as
of July 31, 1996, exceeded its carrying value by approximately $600,000.

Stock Options

The Company has completed an initial review of Statement of Financial
Accounting Standards No. 123 (SFAS 123), Accounting for Stock-Based
Compensation, which will become effective for the 1997 fiscal year.  As is
permitted under SFAS 123, the Company has decided to continue accounting
for employee stock compensation under the rules of Accounting Principles
Board Opinion No. 25, Accounting for Stock Issued to Employees, but will
disclose pro forma results using the SFAS 123 alternative accounting
method.

Net Income per Share and Common Share Equivalents

Net income per share and common share equivalents are computed based upon
the weighted average number of shares outstanding during each year and
includes outstanding options, when dilutive.

NOTE 2 - BUSINESS AND GEOGRAPHIC REGION INFORMATION

Nature of Business

The Company is a leader in developing, manufacturing and marketing sorbent
products for consumer, industrial, environmental, agricultural and fluids
purification markets.  The Company operates within a single segment.  The
Company has operations in the United States, Canada and the United Kingdom
and exports goods worldwide.

The Company had net sales in excess of 10% of total net sales to one
unaffiliated customer in 1996, 1995 and 1994.  Accounts receivable related
to this major customer amounted to $4,905,000, $5,083,000 and $4,845,000 as
of July 31, 1996, 1995 and 1994, respectively.

                Notes to Consolidated Financial Statements

NOTE 2 - BUSINESS AND GEOGRAPHIC REGION INFORMATION

Nature of Business (Continued)

The net sales to this customer were as follows:

                                    1996         1995         1994
                                        (Thousands of Dollars)

            Amount              $39,916      $40,884      $35,848
            Percent of net      26%          27%          24%
            sales

The following is a summary of financial information by geographic region:

                                         FISCAL YEAR ENDED JULY 31
                                           (Thousands of Dollars)
                                         1996      1995       1994
Sales to unaffiliated customers:                           
                                                  
  Domestic                            $141,895   $140,651  $135,899
  Foreign subsidiaries                11,892     12,248    11,248
Sales or transfers between                                 
  geographic areas:
                                                  
  Domestic                            $  5,039   $  4,067  $  3,891
Income before income taxes:                                
                                                
  Domestic                            $   3,920   $ 10,094  $ 12,257
                                                  
  Foreign subsidiaries                863        1,053     902
Net Income:                                                
                                                  
  Domestic                            $  2,820   $  7,240  $  9,449
                                                  
  Foreign subsidiaries                554        763       403
Identifiable assets:                                       
                                                  
  Domestic                            $108,657   $107,417  $102,659
                                                  
  Foreign subsidiaries                9,036      9,571     9,608

                Notes to Consolidated Financial Statements

NOTE 3 - NOTES PAYABLE

The composition of notes payable is as follows:
                                                  1996         1995
Town of Blue Mountain, Mississippi                          
  Principal payable on October 1, 2008.                     
  Interest payable monthly at a variable 
  interest rate set weekly based on market 
  conditions for similar instruments.  The 
  average rates were 3.98% and                                                         
  4.00% in fiscal 1996 and fiscal 1995,                     
  respectively.  Payment of these bonds by 
  the Company is guaranteed by a letter             
  of credit issued by Harris Trust and                        
  Savings Bank.  In May 1991, the Company 
  entered into a seven-year interest rate 
  swap contract.  Under this agreement, the 
  Company receives a floating interest rate 
  based on LIBOR and pays interest at a fixed 
                                                      
  rate of 6.53%.                                $2,500,000  $2,500,000
                                                            
Teachers Insurance and Annuity Association of               
  America Payable in annual principal 
  installments on November 15; $1,500,000 in 
  fiscal 1997; $1,800,000 in fiscal 1998; 
  $1,200,000 in fiscal 2000; $1,100,000 in 
  fiscal 2001; and $1,000,000 in
  fiscal 2002.  Interest is payable
                                                        
  semiannually at an annual rate of 9.38%.        6,600,000   7,100,000
                                                            
Teachers Insurance and Annuity Association of               
  America Payable in annual principal installments,                 
  on August 15; $500,000 in fiscal 2002;                       
  $1,000,000 in fiscal 2003; $2,500,000 in 
  fiscal 2004; and $2,500,000 in fiscal 2005.  
  Interest is payable semiannually at an annual 
                                                        
  rate of 7.17%.                                  6,500,000   6,500,000
                                                            
Harris Trust and Savings Bank                               
  Payable in annual principal installments,                  
  on June 20; $1,950,000 in fiscal 1999;                       
  $900,000 in fiscal 2000; $650,000 in fiscal 
  years 2001 and 2002; and $350,000 in fiscal 
  2003.  Interest is payable quarterly at an 
                                                        
  annual rate of 7.78%.                           4,500,000   5,000,000

Other                                             504,762      420,241
                                                         
                                               20,604,762   21,520,241
                                                      
Less current maturities of notes payable       (1,626,762)  (1,097,976)

                                               $18,978,000  $20,422,265

                Notes to Consolidated Financial Statements

NOTE 3 - NOTES PAYABLE (Continued)

During fiscal 1995, the Company executed a Credit Agreement with Harris
Trust and Savings Bank which replaced the Term Note Agreement dated April
20, 1994.  In addition to providing continued term financing, the Credit
Agreement provides for a $5,000,000 committed unsecured revolving line of
credit which expires on August 1, 1999, at certain short-term rates. In
July 1996, the Company entered into a $10,000,000 unsecured line of credit
agreement with Harris Trust and Savings Bank.  This line of credit provides
for either floating rate or fixed rate borrowing through May 31, 1997.
During fiscal 1996, no borrowings were made against either line.

The agreements with the Town of Blue Mountain, Mississippi, Teachers
Insurance and Annuity Association of America and Harris Trust and Savings
Bank impose working capital requirements, dividend and financing limita
tions, minimum tangible net worth requirements and other restrictions.  The
Company's Credit Agreement with Harris Trust and Savings Bank indirectly
restricts dividends by requiring the Company to maintain tangible net
worth, as defined, in the amount of $50,000,000 plus 25% of cumulative
annual earnings from July 31, 1994.

In prior years, the Town of Blue Mountain, Mississippi issued long-term
bonds to finance the purchase of substantially all of the assets of certain
plant expansion projects and leased the projects to the Company and various
of its subsidiaries (with the Company and various of its wholly owned
subsidiaries as guarantors) at rentals sufficient to pay the debt service
on the bonds.

The following is a schedule by year of future maturities of notes payable
as of July 31, 1996:

               Year Ending July 31:
                                  
                              1998   $1,926,000
                              1999    2,076,000
                              2000    2,226,000
                              2001    1,750,000
                              2002    2,150,000
                       Later years    8,850,000

                                    $18,978,000

            Notes to Consolidated Financial Statements

NOTE 4 - INCOME TAXES

The provision for income tax expense consists of the following:

                                                        
                                          1996         1995         1994
Current                                                         
                                                       
  Federal                             $2,284,869   $2,756,283   $3,221,911
  Foreign                             332,127      292,664      163,897
  State                               583,396        670,780      866,281
                                      3,200,392    3,719,727    4,252,089
Deferred                                                        
                                                       
  Federal                             (  340,572)  (  535,093)  (  855,699)
  Operating loss carryforward         (1,367,991)  -            -
  Foreign                             (   22,709)  (    2,142)  1,153
  State                               (   59,975)  (   37,895)  (   90,359)
                                      (1,791,247)  (  575,130)  (  944,905)
  Total Income Tax Provision          $1,409,145   $3,144,597   $3,307,184

The provision for income tax expense for the fourth quarter and year ended
July 31, 1995, includes a charge of $263,000 reflecting a change in the
estimated amounts of depletion deductions and temporary differences between
financial reporting and tax reporting for the year ended July 31, 1994.

            Notes to Consolidated Financial Statements

NOTE 4 - INCOME TAXES (Continued)

Principal reasons for variations between the statutory federal rate and the
effective rates were as follows:

                                          1996         1995         1994
                                                       
U.S. federal statutory income tax     34.00%       34.00%       34.00%
rate
Depletion deductions allowed for      (27.57)      (12.24)      (12.48)
mining
State income taxes, net of federal                              
tax                                   6.78         5.68         4.42
  benefit
Valuation allowance without income                              
tax                                   18.61        -            -
  benefit
Difference in effective tax rate of                             
foreign                               ( 0.11)      ( 0.61)      ( 0.16)
  subsidiaries
Other                                 ( 2.25)        1.38       ( 0.65)
                                      29.46%        28.21%       25.13%

The consolidated balance sheets as of July 31, 1996 and 1995, included the
following tax effects of cumulative temporary differences:

                                        1996                  1995
                                 Assets  Liabilities  Assets    Liabilities
                                                    
Depreciation                    $     -    $1,528,266  $   -    $1,552,223
Deferred Compensation           844,992    -          689,893    -
Postretirement Benefits         356,656    -          218,406    -
Trade Promotions and            269,200    -          179,662    -
Advertising
Accrued Expenses                408,986    -          377,368    -
Tax Credits                     398,576    -          470,206    -
Operating Loss Carryforward     2,257,958  -          -          -
Other                           146,156    -          101,012    -
  Subtotal                      4,682,524  1,528,266  2,036,547  1,552,223
Valuation Allowance             (889,967)          -          -          -
                                                        
Total Deferred Taxes            $3,792,557  $1,528,266  $2,036,547  $1,552,223

The valuation allowance represents operating loss carryforwards not
anticipated to be utilized.  As of July 31, 1996, for federal income tax
purposes there were regular tax operating loss carryforwards of
approximately $5,816,000 which expire in the year 2011.  A valuation
allowance has been established for $889,967 of the deferred tax benefit
related to those loss carryforwards for which it is considered more likely
than not the benefit will not be realized.

NOTE 5 - DEFERRED COMPENSATION

In December 1995, the Company adopted the Oil-Dri Corporation of America
Deferred Compensation Plan.  Deferrals are no longer being made under the
original plan, The Oil-Dri Corporation of America Key Employee and
Directors Deferred Compensation Plan.  The new plan permits Directors and
certain management employees to defer portions of their compensation and
earn interest on the deferred amounts.  The compensation, which has been
deferred since the inception of the original plan, has been accrued as well
as interest thereon.  The Company has purchased life insurance contracts on
some participants to partially fund the original plan.  The new plan is
unfunded.

                Notes to Consolidated Financial Statements

NOTE 6 - STOCKHOLDERS' EQUITY

On December 13, 1994, the stockholders of the Company approved an amendment
to the Company's Certificate of Incorporation authorizing 30,000,000 shares
of a new class of common stock, par value $.10, which has been designated
as Class A Common Stock, in addition to the currently authorized 15,000,000
shares of Common Stock and 7,000,000 shares of Class B Stock, each with a
par value of $.10.  There are no Class A shares currently outstanding.

The Common Stock and Class B Stock are equal, on a per share basis, in all
respects except as to voting rights, conversion rights, cash dividends and
stock splits or stock dividends.  The Class A Common Stock is equal, on a
per share basis, in all respects, to the Common Stock except as to voting
rights and stock splits or stock dividends.  In the case of voting rights,
Common Stock is entitled to one vote per share and Class B Stock is
entitled to ten votes per share, while Class A Common Stock generally has
no voting rights.  Common Stock and Class A Common Stock have no conversion
rights.  Class B Stock is convertible on a share-for-share basis into
Common Stock at any time and is subject to mandatory conversion under
certain circumstances.

Common Stock is entitled to cash dividends, as and when declared or paid,
equal to 133 1/3% on a per share basis of the cash dividend paid on Class B 
Stock.  Class A Common Stock is entitled to cash dividends on a per share 
basis equal to the cash dividend on Common Stock.  Additionally, while shares of
Common Stock, Class A Common Stock and Class B Stock are outstanding, the
sum of the per share cash dividend paid on shares of Common Stock and Class
A Common Stock, must be equal to at least 133 1/3% of the sum of the per
share cash dividend paid on Class B Stock and Class A Common Stock.  See
Note 3 regarding dividend restrictions.

Shares of Common Stock, Class A Common Stock and Class B Stock are equal in
respect of all rights to dividends (other than cash) and distributions in
the form of stock or other property (including stock dividends and split-
ups) in each case in the same ratio except in the case of a Special Stock
Dividend.  The Special Stock Dividend, which can be issued only once, is
either a dividend of one share of Class A Common Stock for each share of
Common Stock and Class B Stock outstanding or a recapitalization, in which
half of each outstanding share of Common Stock and Class B Stock would be
converted into a half share of Class A Common Stock.

All per share amounts included in the financial statements and notes
reflect the dilutive effect of all common share equivalents.  See Note 7
for information regarding common share equivalents.

In June 1996, the Board of Directors of the Company authorized the
repurchase, from time to time, of up to 400,000 shares of the Company's
stock.  This authorization, in addition to previous authorizations, total
700,000 shares.  As of July 31, 1996, 337,337 shares have been repurchased
under these authorizations.

NOTE 6 - STOCKHOLDERS' EQUITY (Continued)

The following reflects the changes in treasury stock (Common) over the last
three years:

                                 Shares     Amount
                                     
Balance, July 31, 1993          190,556    $2,367,807
  Purchased during fiscal 1994  91,190     1,895,364
  Reissued during fiscal 1994       (50)   (602)

Balance, July 31, 1994          281,696    4,262,569
  Purchased during fiscal 1995   50,500      825,475

Balance, July 31, 1995           332,196   5,088,044
  Purchased during fiscal 1996  166,871    2,433,710
Balance, July 31, 1996          499,067    $7,521,754

NOTE 7 - STOCK OPTION PLANS

The Company instituted the Oil-Dri Corporation of America 1995 Long Term
Incentive Plan during the fiscal year ended July 31, 1996.  The Plan was
approved by the stockholders of the Company at the annual meeting on
December 12, 1995.  All shares of stock awarded under the 1995 Plan will be
Class A Common Stock, except that, if there is no Class A Common Stock
issued or publicly traded on a securities exchange when such awards are
exercised, the shares awarded would be Common Stock.  The Plan provides for
various types of awards. During the fiscal year ended July 31, 1996, 2,000
shares of restricted stock, which vest on May 1, 1998, were issued under
the Plan.

The Oil-Dri Corporation of America 1988 Stock Option Plan terminated on
December 12, 1995, for purposes of future grants.  The outstanding options
under this plan will remain outstanding and exercisable in accordance with
their respective terms.

The 1981 Oil-Dri Corporation of America Stock Option Plan expired on
October 31, 1991. No options were outstanding as of July 31, 1996.

                Notes to Consolidated Financial Statements

NOTE 7 - STOCK OPTION PLANS (Continued)

A summary of option transactions under the plans follows:

                          1981 Option Plan            1988 Option Plan
                          Number of Shares            Number of Shares
                      (Weighted Average Option    (Weighted Average Option
                      Price)                               Price)
                       1996     1995     1994     1996     1995      1994
                                                       
Outstanding,          -        -        61,150   267,409  138,659  158,785
  Beginning of Year   -        -        $(10.80) $(18.66) $(19.61) $(19.17)

Granted               -        -        -        -        197,250  4,000
                      -        -        -        -        $(19.22) $(23.00)

Exercised             -        -        29,515   -        -        21,126
                      -        -        $(10.80  -        -        $(17.05)

                                                       
Canceled/Terminated   -        -        31,635   16,500   68,500   3,000
                      -        -        $(10.80) $(19.13) $(22.21) $(19.00)

Outstanding,          -        -        -        250,909  267,409  138,659
  End of Year         -        -        -        $(18.63) $(18.66) $(19.61)

                       1995
                      Option
                       Plan
                      Number
                        of
                      Shares
                      (Weight
                        ed
                      Average
                      Option
                      Price)
                       1996
                      
Outstanding,          -
  Beginning of Year   -

Granted               199,000
                      $(14.93)
                      
Exercised             -
                      -

Canceled/Terminated   4,000
                      $(15.13)

Outstanding,          195,000
  End of Year         $(14.92)

The Company has reserved 303,000 shares of Common Stock for future grants
and issuances under the Oil-Dri Corporation of America 1995 Long Term
Incentive Plan.

As of July 31, 1996, a total of 147,509 options are exercisable under the
1988 Option Plan.  No options are exercisable under the Oil-Dri Corporation
of America 1995 Long Term Incentive Plan as of July 31, 1996.

  
                                        Combined Plans
                                       Number of Shares
                                (Weighted Average Option Price)
                                   1996      1995       1994
                                        
Outstanding, Beginning of Year     267,409   138,659   219,935
                                   $(18.66)  $(19.61)  $(16.84)
                                                       
Granted                            199,000   197,250   4,000
                                   $(14.93)  $(19.22)  $(23.00)
                                                       
Exercised                          -         -         50,641
                                   -         -         $(13.41)
                                                       
Canceled/Terminated                20,500    68,500    34,635
                                   $(18.34)  $(22.21)  $(11.51)
                                                       
Outstanding, End of Year           445,909   267,409   138,659
                                   $(17.00)  $(18.66)  $(19.61)

                                                       

NOTE 8 - EMPLOYEE BENEFIT PLANS

The Company and its subsidiaries have defined benefit pension plans for
eligible salaried and hourly employees.  Benefits are based on a formula of
years of credited service and levels of compensation or stated amounts for
each year of credited service.  The assets of these plans are invested in
various high quality marketable securities.

The net periodic pension cost for the years ended July 31, 1996, 1995 and
1994, consists of the following:

                                           1996         1995         1994
                                                         
 Service cost                           $349,232     $326,650     $325,626
 Interest cost on projected benefit                               
   obligations                          426,730      384,901      358,027
 (Earnings) losses on plan assets       (561,276)    (836,171)    80,058
 Net amortization and deferral          153,900      495,586      (422,948)
                                                                  
 Net pension cost                       $368,586     $370,966     $340,763

                Notes to Consolidated Financial Statements

NOTE 8 - EMPLOYEE BENEFIT PLANS (Continued)

The funded status of the plans at July 31 is as follows:

                                                1996         1995
Actuarial Present Value of Benefit                        
Obligations
  Accumulated Benefit Obligations                         
                                                    
  Vested                                     $4,329,417   $4,076,780
  Nonvested                                  457,959        491,222
     Total Accumulated Benefit Obligations   $4,787,376   $4,568,002
                                                          
  Projected Benefit Obligations              $6,287,994   $5,989,916
Plan Assets at Fair Value                    5,706,087    5,334,851
Deficiency of Plan Assets Over Projected                  
 Benefit Obligations                         (581,907)    (655,065)
Unrecognized Net Gain                        (626,115)    (197,423)
Unrecognized Prior Service Cost              574,726      614,402
Unrecognized Net Excess Plan Assets as of                 
  August 1, 1987 Being Recognized                         
Principally                                  (317,800)    (344,424)
  Over 21 Years
Adjustment Required to Recognize Minimum     ( 91,161)     (183,547)
Liability
Accrued Pension Included in                               
  Noncurrent Liabilities - Other             $(1,042,257)  $( 766,057)

                                                          

Assumptions used in the previous calculations are as follows:

                                           1996         1995
                                               
Discount rate                           7.50%        7.25%
                                                     
Rate of increase in compensation        5.00%        5.00%
levels
                                                     
Long-term expected rate of return on    8.00%        8.00%
assets

                                                     
                Notes to Consolidated Financial Statements

NOTE 8 - EMPLOYEE BENEFIT PLANS (Continued)

The Company has funded the plans based upon actuarially determined
contributions that take into account the amount deductible for income tax
purposes and the minimum contribution required under the Employee
Retirement Income Security Act of 1974 (ERISA), as amended.

For the years ended July 31, 1996, 1995 and 1994, the Company maintained a
profit sharing/401(k) savings plan under which the Company matches a
portion of employee contributions.  The plan is available to essentially
all domestic employees who have completed one year of continuous service
and are at least 21 years of age.  The Company's contributions to this
plan, and to similar plans maintained by the Company's foreign
subsidiaries, were $140,967, $137,570 and $142,030 for fiscal years 1996,
1995 and 1994, respectively.

Postretirement Benefits

In addition to providing pension benefits, the Company provides certain
medical benefits, until a participant is eligible for Medicare, to domestic
salaried employees who elect early retirement and meet minimum age, service
and other requirements.  The Company reserves the right to amend or
terminate this plan at any time.  The plan is contributory and contains
cost-sharing features such as deductibles and coinsurance.

SFAS No. 106 Employers Accounting for Postretirement Benefits Other Than
Pensions requires, among other things, the accrual of retirement benefit
costs over the active service period of employees to the date of full
eligibility for these benefits.  This standard requires that the
accumulated plan benefit obligation existing at the date of adoption
(transition obligation) either be recognized immediately or deferred and
amortized over future periods.

The Company is amortizing the resulting transition obligation over 20
years.  The adoption of this standard did not have a material effect on the
consolidated results of operations or financial position of the Company.

NOTE 9 - CONTINGENT LIABILITIES

The Company is involved in various legal claims of a nature which are
considered normal to its business, including patent and intellectual
property issues.  While it is not feasible to predict or determine the
final outcome of these issues, management believes that they will not have
a material adverse effect on the financial position or liquidity of the
Company.

                Notes to Consolidated Financial Statements

NOTE 10 - LEASES

The Company's mining operations are conducted on leased or owned property.
These leases generally provide the Company with the right to mine as long
as the Company continues to pay a minimum monthly rental, which is applied
against the per ton royalty when the property is mined.

The Company leases its corporate offices (approximately 20,000 square feet)
in Chicago, Illinois and additional office facilities in Europe.  The
office space in Chicago is subject to leases expiring in 2008. Office
facilities in Europe are leased on a year-to-year basis.

In addition, the Company leases vehicles, data processing and other office
equipment.  In most cases, the Company expects that, in the normal course
of business, leases will be renewed or replaced by other leases.

The following is a schedule by year of future minimum rental requirements
under operating leases that have initial or remaining noncancelable lease
terms in excess of one year as of July 31, 1996:

                Year Ending July 31:
                                  
                   1997              $3,628,000
                   1998               2,237,000
                   1999               1,664,000
                   2000                 990,000
                   2001                 901,000
                   Later years        4,289,000

                                    $13,709,000

The following schedule shows the composition of total rental expense for
all operating leases, including those with terms of one month or less which
were not renewed:

                                    1996         1995         1994

Transportation equipment        $3,770,000   $3,439,000   $2,710,000
                                                          
Office facilities               377,000      373,000      184,000
                                                          
Mining properties                                         
  Minimum                       168,000      180,000      196,000
  Contingent                    239,000      162,000      183,000
                                                          
Other                           688,000        649,000      565,000
                                                          
                                $5,242,000   $4,803,000   $3,838,000

                Notes to Consolidated Financial Statements

NOTE 11 - OTHER CASH FLOW INFORMATION

Cash payments for interest and income taxes were as follows:

                                 1996         1995         1994

Interest                      $1,706,424   $1,750,054   $1,390,014
                                           
Income Taxes                  $1,352,594   $4,013,110   $5,624,987

NOTE 12 - SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)

A summary of selected information for 1996 and 1995 is as follows:

                                  Fiscal 1996 Quarter Ended
                            (Thousands Except Per Share Amounts)
                     Oct. 31    Jan. 31   April 30    July 31     Total
                                                 
Net Sales           $39,308    $41,797    $36,427    $36,255    $153,787
Gross Profit        11,659     12,322     11,153     10,923     46,057
Net Income          1,413      477        670        814        3,374
Net Income Per      $0.21      $0.07      $0.10      $0.12      $0.50
Share

                                                                

                                  Fiscal 1995 Quarter Ended
                            (Thousands Except Per Share Amounts)
                     Oct. 31    Jan. 31   April 30    July 31     Total
                                                 
Net Sales           $39,025    $40,157    $37,179    $36,538    $152,899
Gross Profit        12,394     12,168     10,328     9,741      44,631
Net Income          2,819      2,573      1,540      1,071      8,003
Net Income Per      $0.41      $0.37      $0.22      $0.15      $1.15
Share

                                                                

                  INDEPENDENT AUDITOR'S REPORT

Stockholders and Board of Directors
Oil-Dri Corporation of America

We have audited the consolidated statements of financial position of
OIL-DRI CORPORATION OF AMERICA AND SUBSIDIARIES as of July 31, 1996
and 1995, and the related consolidated statements of income,
stockholders' equity and cash flows for each of the three years in the
period ended July 31, 1996.  These financial statements are the
responsibility of the Company's management.  Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement.  An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation.  We
believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the financial position
of OIL-DRI CORPORATION OF AMERICA AND SUBSIDIARIES as of July 31, 1996
and 1995, and the results of their operations and their cash flows for
each of the three years in the period ended
July 31, 1996 in conformity with generally accepted accounting
principles.

BLACKMAN KALLICK BARTELSTEIN, LLP
Chicago, Illinois

August 30, 1996

                               Common Stock

The following table sets forth the closing high and low prices as quoted on
the New York Stock Exchange for the period indicated.

The number of holders of record of Common Stock on July 31, 1996 was 1,281.

There is no established public trading market for the Class B Stock.

The number of holders of record of Class B Stock on July 31, 1996 was 21.

               Dividends
                                                    Amount Per Share
                                    Date Paid     Common       Class B
                                                    
               Quarterly           09/15/95     $0.08        $0.06
               Quarterly           12/15/95     $0.08        $0.06
               Quarterly           03/15/96     $0.08        $0.06
               Quarterly           06/14/96     $0.08        $0.06

Market                                
Prices
             Fiscal 1996       Closing Prices
                             High          Low
                                   
             1st Quarter       16           141/8
             2nd Quarter       161/8        14
             3rd Quarter       16           131/4
             4th Quarter       147/8        12

Market                                
Prices
             Fiscal 1995       Closing Prices
                             High          Low
                                   
             1st Quarter       20           173/8
             2nd Quarter       191/8        163/4
             3rd Quarter       183/8        157/8
             4th Quarter       167/8        141/8

                            Board of Directors
                                 Officers
                             Senior Management

Board of Directors

Richard M. Jaffee, Chairman and Chief Executive Officer
Daniel S. Jaffee, President and Chief Operating Officer
Robert D. Jaffee, Chairman Amco Corporation
J. Steven Cole, President, Cole & Associates, Chairman Sav-A-Life Systems,
Inc.
Ronald B. Gordon, President, Gordon Investment Group
Edgar D. Jannotta, Senior Director, William Blair & Company, L.L.C.
Joseph C. Miller, Vice Chairman
Paul J. Miller, Partner, Sonnenschein Nath & Rosenthal
Haydn H. Murray, Professor Emeritus of Geology, Indiana University
Allan H. Selig, President, Milwaukee Brewers Baseball Club, Inc., President
and Chairman, Selig Executive Leasing, Inc., Chairman of the Executive 
Council of Major Leagvue  Baseball

Officers

Richard M. Jaffee, Chairman and Chief Executive Officer
Daniel S. Jaffee, President and Chief Operating Officer
Joseph C. Miller, Vice Chairman
Michael L. Goldberg, Vice President and Chief Financial Officers
Richard V. Hardin, Group Vice President, Technology
Norman B. Gershon, Vice President, International Operations, Managing
Director, Oil-Dri S.A.
Daniel J. Jones, Vice President, Favorite Products, Ltd.
Dennis E. Peterson, President, Oil-Dri Transportation Company
Thomas F. Cofsky, Vice President, Logistics, Quality & Service
James T. Davis, Vice President, Manufacturing
Donald J. Deegan, Vice President, Corporate Development & Planning
Steven M. Levy, Vice President and General Manager, Consumer Products Group
Louis T. Bland, Jr., Legal Counsel, Secretary
Richard L. Pietrowski, Treasurer

Senior Management

Elwyn J. Allbritton, Vice President, Operational Development
Charles M. Boland, General Manager, Agrisorbents Products Group
Wade R. Bradley, General Manager, Industrial & Environmental Product Group
Karen Jaffee Cofsky, Director, Human Resources
Sam J. Colello, Director, Information Systems
Brian P. Curtis, Assistant General Counsel
B. Fielden Fraley, General Manager, Fluids Purification Group
Fred G. Heivilin, Vice President, Raw Materials Development
Heidi M. Jaffee, Corporate Attorney, Assistant Secretary
Richard D. Johnsonbaugh, Eastern Regional Manager, Manufacturing
Kelly A. McGrail, Manager, Corporate Communications
William F. Moll, Vice President, Research & Development
V.R. Roskam, Vice President, Agrisorbents  Products Group
William O. Thompson, Western Regional Manager, Manufacturing

Corporate Headquarters

Oil-Dri Corporation of America
410 North Michigan Avenue, Suite 400
Chicago, Illinois  60611-4211
(312) 321-1515

Investor Inquiries

Securities analyst, portfolio managers representatives of financial
institutions seeking information about the corporation should contact Kelly
McGrail, Manager, Corporate Communications, at the corporate headquarters.

Stockholders with inquiries related to stockholder records, stock
transfers, change of ownership, change of address or dividend payments
should write to Kelly McGrail at corporate headquarters, or contact the
Company's registrar and transfer agent:

Harris Trust and Savings Bank
Shareholder Services Department
311 W. Monroe, 11th Floor,
P.O. Box A-3504
Chicago, Illinois  60690-9502

Stock Listing
Oil-Dri Corporation of America's Common Stock is listed under the ticker
symbol ODC on the New York Stock Exchange.  The corporation's daily trading
activity, stock price and dividend information are in the financial
sections of most major newspapers.

Annual Meeting
Oil-Dri Corporation of America will hold its 1996 Annual Meeting of
Stockholders on Tuesday, December 10, 1996 at 10:30 a.m. (Local Time) at
the Standard Club, 320 South Plymouth Court, Chicago, Illinois

Independent Public Accountants
Blackman Kallick Bartelstein, LLP

Legal Counsel
Sonnenschein Nath & Rosenthal

Oil-Dri Subsidiaries
Oil-Dri Corporation of Georgia     Oil-Dri U.K. Limited
Georgia, U.S.A.                    Wisbech, United Kingdom

Oil-Dri Production Company         Blue Mountain Production Company
Mississippi and Oregon             Mississippi, U.S.A.

Oil-Dri Transportation Company     Favorite Products Company, Ltd.
Georgia, U.S.A.                    Quebec, Canada

Oil-Dri S.A.
Coppet, Switzerland

                                                           EXHIBIT 22

                SUBSIDIARIES OF THE COMPANY

                                              State or Country
            Subsidiary                        of Incorporation

Oil-Dri Corporation of Georgia                Georgia

Oil-Dri Production Company                    Mississippi

Oil-Dri Transportation Company                Delaware

Oil-Dri, S.A                                  Switzerland

Favorite Products Company, Ltd.               Canada

Blue Mountain Production Co.                  Mississippi

Oil-Dri (U.K.) Limited                        United Kingdom

Ochlocknee Holding Co., S.A.                  Spain

Ochlocknee Mining Co., S.A.                   Spain

Oil-Dri Corporation of Nevada                 Nevada

                                     
                                                                 EXHIBIT 24

                 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the use of our
reports and to all references to our Firm included in or by incorporation
by reference made a part of the Annual Report on Form 10-K of Oil-Dri
Corporation of America for the fiscal year ended July 31, 1996 and the
Registration Statement of Form S-8 relating to the Oil-Dri Corporation of
America Stock Option Plan.

October 20, 1996

  

 5

                   12-MOS
                          JUL-31-1996
                               JUL-31-1996
                                      10,113,544
                                 1,594,000
                               20,666,623
                                  (225,970)
                                 11,737,068
                            48,210,326
                                     112,943,046
                            (54,730,624)
                             117,692,868
                       17,811,677
                                     18,978,000
                                0
                                          0
                                       723,552
                                  76,505,944
               117,692,868
                                    153,786,754
                           153,786,754
                                      107,729,770
                              107,729,770
                            39,154,323
                               202,690
                           1,916,569
                              4,783,402
                                 1,409,145
                          3,374,257
                                       0
                                      0
                                            0
                                 3,374,257
                                     0.50
                                     0.50