CONFORMED COPY

                    SECURITIES AND EXCHANGE COMMISSION
                                     
                          Washington, D. C. 20549
                                     
                                 FORM 10-Q
                                     
                Quarterly Report Under Section 13 or 15(d)
                  of the Securities Exchange Act of 1934
                                     
   For the Quarter Ended October 31, 1994 Commission File Number 0-8675

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

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

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

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

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

                            Yes    X        No

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

Common Stock  - 5,100,623 Shares (Including 283,696 Treasury Shares)
Class B Stock - 2,132,895 Shares

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

[CAPTION]

                                           October 31            July 31
                                          (Unaudited)         
                                       1994         1993          1994
CURRENT ASSETS                                                

Cash and Cash Equivalents          $ 2,248,147  $ 2,586,077   $ 6,394,315
Investment Securities, at Cost       3,586,569    5,234,971     3,351,423
Accounts Receivable                 24,424,847   19,619,457    19,854,899
Allowance for Doubtful Accounts       (186,038)    (211,144)     (171,940)
Inventories                         12,592,104    9,719,105    11,203,008
Prepaid Expenses and Taxes           3,879,701     3,164,016    3,730,298
             Total Current Assets   46,545,330   40,112,482    44,362,003

PROPERTY, PLANT AND EQUIPMENT - AT COST                       

Cost                               102,235,020  90,304,566    100,192,811
Less Accumulated Depreciation and
  Amortization                      41,763,672   35,623,509    39,949,247
            Total Property, Plant                             
               and Equipment, Net   60,471,348   54,681,057    60,243,564

OTHER ASSETS                                                  
                                                              
Excess of Investment Subsidiary                               
  Over Fair Value of Assets (Net 
                                                       
  of Accumulated amortization)       4,403,394    4,527,859     4,436,334
Other                                3,346,939    2,835,546     3,225,281
                Total Other          7,750,333    7,363,405     7,661,615
Assets
TOTAL ASSETS                       $114,767,011 $102,156,944  $112,267,182

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

                                           October 31            July 31    
                                          (Unaudited)                       
                                       1994         1993          1994
CURRENT LIABILITIES                                           
                                                     
Current Maturities of Note
  Payable                         $  649,944  $1,017,142    $ 1,243,479
Accounts Payable - Trade           5,258,876    4,005,840     4,677,793
Income Taxes Payable                       -      296,812             -
Dividends Payable                    520,552      454,117       449,302
Accrued Expenses                   9,377,605    8,505,606     9,230,664
        Total Current Liabilities 15,806,977   14,279,517    15,601,238

NONCURRENT LIABILITIES                                                      
                                                     
Notes Payable                      21,519,373   17,170,020    21,521,243
Deferred Income Taxes                 326,284    1,209,486       323,379
Deferred Compensation               1,610,740    1,456,309     1,761,818
     Total Noncurrent Liabilities  23,456,397   19,835,815    23,606,440
                                                              
          Total Liabilities        39,263,374   34,115,332    39,207,678

STOCKHOLDERS EQUITY                                          
                                                        
Common Stock                          723,352      720,208       723,352
Paid-In Capital in Excess of Par
  Value                             7,657,394    7,255,015     7,657,394
Retained Earnings                  72,375,658   64,151,733    70,077,278
Cumulative Translation Adjustment    (954,458)  (1,026,811)   (1,135,951)
                                   79,801,946   71,100,145    77,322,073
Less Treasury Stock, At Cost        4,298,309    3,058,533     4,262,569
          Total Stockholders       75,503,637   68,041,612    73,059,504
Total Liabilities & Stockholders
  Equity                         $114,767,011 $102,156,944  $112,267,182

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

                                             1994        1993
                                          (Unaudited) (Unaudited)

Net Sales                                 $36,799,337  $33,554,070
Cost Of Sales                              26,631,621   23,824,916
Gross Profit                               10,167,716    9,729,154
Selling, General And Administrative 
  Expenses                                  5,995,711    5,984,119
Operating Income                            4,172,005    3,745,035
                                                      
OTHER INCOME (EXPENSE)                                
  Interest Expense                           (487,535)    (389,325)
  Interest Income                             103,539       99,248
  Foreign Exchange Gain (Loss)                  3,369        1,233
  Other, Net                                  (21,496)     (15,152)
                                             (402,123)    (303,996)
                                                      
Income Before Income Taxes                  3,769,882    3,441,039
Income Taxes                                  950,950      866,300
Net Income                                  2,818,932    2,574,739
                                                      
RETAINED EARNINGS                                     
  Balance at Beginning of Year             70,077,278   62,031,814
  Less: Cash Dividends Declared               520,552      454,820
                                                      
Retained Earnings - October 31            $72,375,658  $64,151,733
Average Shares Outstanding                  6,957,700    7,027,506
Net Income Per Share                      $      0.41  $      0.37

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

                                             1994        1993
                                           Unaudited   Unaudited
CASH FLOWS FROM OPERATING ACTIVITIES                  

Net Income                                $2,818,932  $2,574,739
                                                      
Adjustments to Reconcile Net Income to                
  Net Cash
    Provided by Operating Activities:
  Depreciation and Amortization           1,821,537   1,558,384
  Provision for bad debts                     9,229      24,232
  (Increase) Decrease in:                              
     Accounts Receivable                 (4,515,026) (1,231,276)
     Inventories                         (1,350,335) (1,697,586)
     Prepaid Expenses and Taxes            (154,179)   (365,412)
     Other Assets                           (97,794)    (40,199)
  Increase (Decrease) in:                              
     Accounts Payable                       595,723  (1,595,002)
     Income Taxes Payable                         -      60,945
     Accrued Expenses                       168,050     165,683
     Deferred Compensation                 (151,078)     76,363
                       Total Adjustments (3,673,873) (3,053,748)
   Net Cash Used In Operating Activities (  854,941)   (479,009)
                                                      
CASH FLOWS FROM INVESTING ACTIVITIES                  
                                                      
  Capital Expenditures                   (2,025,333) (2,528,594)
  Purchases of Investment Securities     (2,116,842) (4,251,980)
  Dispositions of Investment Securities   1,905,413   4,610,717
  Other                                       7,600           -
   Net Cash Used in Investing Activities (2,229,162) (2,169,857)
                                                      
CASH FLOWS FROM FINANCING ACTIVITIES                  
  Proceeds from Short Term Borrowings             -     362,895
  Principal Payments on Long Term Debt     (595,405)   (684,289)
  Proceeds from Issuance of Common Stock          -     294,935
  Dividends Paid                           (455,483)   (453,452)
  Foreign Currency TranslatioN
    Adjustment                               24,563      94,350
  Purchases of Treasury Stock               (35,740)   (690,726)
   Net Cash Used In Financing Activities (1,062,065) (1,076,287)
                                                      
Net (Decrease) in Cash and Cash
  Equivalents                             (4,146,168) (3,725,153)
Cash and Cash Equivalents, Beginning of
  Year                                     6,394,315   6,311,230
Cash and Cash Equivalents, October 31    $ 2,248,147 $2,586,077

MANAGEMENT DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

THREE MONTHS ENDED OCTOBER 31, 1994 COMPARED TO THREE
MONTHS ENDED OCTOBER 31, 1993

RESULTS OF OPERATIONS

Consolidated net sales for the three months ended October 31, 1994 were
$36,799,000, an increase of $3,245,000, or 9.7%, over sales of $33,554,000
in the first three months of fiscal 1994.  Net income for the three months
ended October 31, 1994 was $2,819,000 or $0.41 per share, an increase of
9.5% from $2,575,000 or $0.37 per share earned in the first quarter of
fiscal 1994.

Net sales of industrial and environmental sorbents decreased $241,000 from
prior year levels.  Sales of industrial clay absorbents decreased slightly
in dollar volume while sales of nonclay sorbents decreased $202,000 or
13.1%, reflecting increased competition in the markets in which the Company
participates.  Sales of cat box absorbents increased $2,484,000 or 14.7%
from fiscal 1994 first quarter results.  This growth is primarily the
result of sales increases in branded and private label products, both
scoopable and traditional coarse litter, in both the grocery and mass
merchandise markets.  Sales of agricultural absorbents increased $397,000
or 9.2% from fiscal 1994.  Worldwide sales of fluid filtration and
purification products remained unchanged from prior year levels.

Consolidated gross profit as a percentage of net sales for the three months
ended October 31, 1994 decreased to 27.6% from 29.0% in the first three
months of fiscal 1993.  Changes in sales mix towards greater value added
products was offset by increased costs of packaging materials and shipping.

Operating expenses as a percentage of net sales decreased to 16.3% in the
first quarter of fiscal 1995 from 17.8% in the first quarter of fiscal
1994.  This change reflects continued emphasis on controlling variable
costs and matching fixed overhead costs to volume.

Interest expense increased $98,200 due to increased debt levels.  Interest
income increased slightly.

The Companys effective tax rate was unchanged at 25.5% of income in the
first quarter of 1995 as compared to 25.2% the first quarter of fiscal
1994.

Total assets of the Company increased $2,500,000 during the three months
ended October 31, 1994.  Current assets increased $2,183,000 or 4.9% from
fiscal year end balances reflecting increased accounts receivable and
inventory balances offset against reduced cash and investments to fund
increased sales.  Property, plant and equipment, net of accumulated
depreciation, increased $228,000.

Total liabilities in the three months ended October 31, 1994 increased
slightly.  Current liabilities increased $206,000 or 1.3% from July 31,
1994 balances while noncurrent liabilities decreased $150,000 or 0.6% from
year end.

The Company expects recent sales patterns to continue in fiscal 1995.
Growth is expected to come primarily from the cat box and fluid
purification product lines.  Consumer growth is expected to be achieved
through increased distribution in the grocery industry and by maintaining
the Companys strong position in the fast growing mass merchandising and
warehouse club outlets.  Growth of specialty adsorbents is expected to
continue with increased market penetration of the Companys value-added
fluid filtration and purification products.  Finally, the Companys
recently completed expansion of its Ripley, Mississippi manufacturing
facility is expected to provide significant new capacity for the
agricultural product line, relieving capacity constraints experienced
during fiscal 1994.

LIQUIDITY AND CAPITAL RESOURCES

The current ratio increased to 2.94 at October 31, 1994 from 2.84 at July
31, 1994.  Working capital increased $1,978,000 in the three months ended
October 31, 1994 to $30,738,000.  Cash provided by operations continues to
be the Companys primary source of funds to finance operating needs and
capital expenditures.  During the quarter the balances of cash, cash
equivalents and other investments declined $3,911,000.  This reduction in
cash and investments was used to fund capital expenditures of $2,025,000,
to pay dividends of $455,000 and to reduce debt by $595,000.  Total cash and
investment balances held by the Companys foreign subsidiaries at October
31, 1994 and 1993 were $3,501,000 and $4,408,000 respectively.

FOREIGN OPERATIONS

The Companys net sales by its foreign subsidiaries for the three months
ended October 31, 1994 were $2,775,000 constituting 7.5% of sales.  This
represents a increase of $244,000 or 9.6%, primarily due to increased sales
in Canada, from the first quarter of fiscal 1994 in which foreign 
subsidiary sales were $2,531,000 and constituted 7.5% of sales.  Net 
income of the Companys foreign subsidiaries for the three months ended 
October 31, 1994 was $94,000 compared with $257,000 in the first quarter 
of fiscal 1994.  Identifiable assets of the Companys foreign subsidiaries 
as of October 31, 1994 were $9,803,000 an decrease of $1,113,000 
from $10,916,000 as of October 31, 1993.

Part II - Other Information

Item 5.     (a)    Exhibits:  The following documents are an exhibit to
                   this report.  Exhibit - 11 - Statement Re: Computation 
                   of per share earnings.

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

 
  
  SIGNATURES

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

  OIL-DRI CORPORATION OF AMERICA
    (Registrant)

  BY /s/ Donald J. Deegan
     Donald J. Deegan
     Director of Finance and Accounting,
     Chief Accounting Officer

  BY /s/ Richard M. Jaffee
     Richard M. Jaffee
     President

  
  Dated:   December 14, 1994

  

                             INDEX TO EXHIBITS

EXHIBIT NUMBER           EXHIBIT TITLE             SEQUENTIALLY NUMBER PAGE
                                                   
(11)                     Statement Re:                         
                         Computation of Per Share             12
                         Earnings

                                                                  Exhibit 11

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

                                                                      Average
                                                                      Shares-
                                                                     (Weighted
                                       Number  Number of             Shares) Number
                                         of     Shares    Weighted      of Days
Quarter End              Period         Days Outstanding   Shares    As Adjusted
                                 
October 31, 1994  08/01/94 to 08/08/94   8   6,951,822   55,614,576            
                  08/09/94 to 10/31/94  84   6,949,822  583,785,048
                                        92              639,399,624   6,949,996
                                                                          
Assuming exercise of options reduced by the number of shares              
which could have been purchased with the proceeds from
exercise of such options.
                                                                          
                                                                          7,704
                                                                      
                                                                      6,957,700

                                
October 31, 1993  08/01/93 to 08/11/93  11   6,991,285  76,904,135            
                  08/12/92 to 08/23/93  12   6,993,827  83,925,924            
                  08/24/92 to 09/02/93  10   6,995,174  69,951,740            
                  09/03/93 to 09/14/93  12   6,995,638  83,947,656            
                  09/15/93 to 09/19/93   5   6,996,416  34,982,080            
                  09/20/93 to 09/21/93   2   6,997,041  13,994,082            
                  09/22/93 to 09/29/93   8   6,998,121  55,984,968            
                  09/30/93 to 10/03/93   4   6,993,121  27,972,484            
                  10/04/93 to 10/17/93  14   6,988,121  97,833,694            
                  10/18/93               1   6,983,121   6,983,121            
                  10/19/93 to 10/24/93   6   6,978,121  41,868,726            
                  10/25/93 to 10/28/93   4   6,978,972  27,915,888            
                  10/29/93 to 10/31/93   3   6,980,823  20,942,469            
                                                                
                                        92             643,206,967    6,991,380
                                                                          
Assuming exercise of options reduced by the number of shares              
which could have been purchased with the proceeds from
exercise of such options.
                                                                         
                                                                         36,126
                                                                      
                                                                      7,027,506

  

 5

                   QTR-1
                          JUL-31-1994
                               OCT-31-1994
                                       2,248,147
                                 3,586,569
                               24,424,847
                                 (186,038)
                                 12,592,104
                            46,545,330
                                     102,235,020
                              41,763,672
                             114,767,011
                       15,806,977
                                     21,519,373
                                       723,352
                                0
                                          0
                                  74,780,285
               114,767,011
                                     36,799,337
                            36,799,337
                                       26,631,621
                               33,980,405
                               402,123
                                 9,229
                             487,535
                              3,769,882
                                   950,950
                          2,818,932
                                       0
                                      0
                                            0
                                 2,818,932
                                     0.41
                                     0.41