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 January 31, 1996 Commission File Number 0-8675

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

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

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

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

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

                            Yes    X        No

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

Common Stock  - 5,162,518 Shares (Including 420,596 Treasury Shares)
Class B Stock - 2,071,000 Shares

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

                                           January 31            July 31
                                          (Unaudited)         

                                   1996         1995          1995
CURRENT ASSETS                                                

Cash and Cash Equivalents          $ 6,599,621  $ 1,320,099   $ 8,829,667
Investment Securities, at Cost     1,406,467    2,739,496     2,332,665
Accounts Receivable                24,909,494   24,757,434    21,529,168
Allowance for Doubtful Accounts    (278,405)    (201,006)     (180,602)
Inventories                        11,191,258   12,888,361    10,917,099
Prepaid Expenses and Taxes           5,531,155    5,491,172     5,317,169
             Total Current Assets   49,359,590   46,995,556    48,745,166

PROPERTY, PLANT AND EQUIPMENT - AT COST                                     
                                                              
Cost                               109,441,705  104,526,298   106,957,911
Less Accumulated Depreciation and   51,404,271   43,647,659    47,498,516
  Amortization
            Total Property, Plant                             
               and Equipment, Net   58,037,434   60,878,639    59,459,395

OTHER ASSETS                                                  
                                                              
Goodwill (Net of Accumulated                                  
Amortization)                      4,238,406    4,370,454     4,304,286
Deferred Income Taxes              486,456      -             484,324
Other                                4,258,418    3,472,126     3,994,512
                Total Other          8,983,280    7,842,580     8,783,122
Assets
                                                              
TOTAL ASSETS                       $116,380,304 $115,716,775  $116,987,683

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

                                           January 31            July 31    
                                          (Unaudited)                       

                                       1996         1995          1995
CURRENT LIABILITIES                                           

Current Maturities of Notes        $2,247,886   $ 598,87  6    $1,097,976
Payable
Accounts Payable - Trade           5,899,993    6,023,047     4,710,251
Dividends Payable                  519,286      520,552       511,166
Accrued Expenses                                              
   Trade Promotions and            3,024,416    2,631,418     4,272,740
Advertising
   Salaries, Wages and             2,715,194    2,586,756     2,362,102
Advertising
   Freight                         883,451      1,686,276     747,042
   Other                             1,078,969      261,882     1,969,571
          Total Current             16,369,195   14,308,807    15,670,848
Liabilities
                                                              
NONCURRENT LIABILITIES                                                      
Notes Payable                      19,104,000   21,006,966    20,422,265
Deferred Income Taxes              -            320,616       -
Deferred Compensation              1,937,850      1,672,689     1,778,075
Other                                1,201,885    1,001,816       778,112
          Total Noncurrent          22,243,735   24,002,087    22,978,452
Liabilities
                                                              
          Total Liabilities         38,612,930  38,310,894     38,649,300
                                                              
STOCKHOLDERS EQUITY                                          
Common Stock                       723,352      723,352       723,352
Paid-In Capital in Excess of Par   7,657,394    7,657,393     7,657,394
Value
Retained Earnings                  76,895,401   74,428,396    76,033,462
Cumulative Translation Adjustment   (1,050,695)  (1,104,951)     (987,781)
                                   84,225,452   81,704,190    83,426,427
Less Treasury Stock, At Cost         6,458,078    4,298,309     5,088,044
          Total Stockholders       77,767,374   77,405,881    78,338,383
Equity
                                                              
TOTAL LIABILITIES & STOCKHOLDERS  $116,380,304 $115,716,775  $116,987,683
                           EQUITY

Certain prior year balances have been reclassified to be consistent with
the presentation in the current period.

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

                                             1996        1995
                                          (Unaudited) (Unaudited)

Net Sales*                                $81,105,246 $79,182,686
Cost Of Sales                              57,123,845 54,621,099
Gross Profit*                             23,981,401  24,561,589
Selling, General And Administrative        20,845,164 16,424,909
Expenses*                                            
Operating Income                          3,136,237   8,136,678
                                                      
OTHER INCOME (EXPENSE)                                
  Interest Expense                        (970,528)   (984,908)
  Interest Income                         274,133     167,340
  Foreign Exchange Gain (Loss)            (870)       (11,249)
  Other, Net                                 187,724  (68,908)
                                          (509,541)   (897,725)
                                                      
Income Before Income Taxes                2,626,696   7,238,953
Income Taxes                                 736,622  1,846,731
Net Income                                1,890,074   5,392,222
                                                      
RETAINED EARNINGS                                     
  Balance at Beginning of Year            76,024,301  70,077,278
  Less: Cash Dividends Declared            1,018,974  1,041,104
                                                      
Retained Earnings - January 31            $76,895,401 $74,428,396
Average Shares Outstanding                 6,828,646  6,956,698
Net Income Per Share                           $0.28  $0.78

*Net Sales, Gross Profit and Selling, General and Administrative         
Expenses for fiscal 1995 reflect the reclassification of trade
marketing costs to be consistent with the presentation in the
current period.

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

                                             1996        1995
                                          (Unaudited) (Unaudited)

Net Sales*                                $41,797,312 $40,157,478
Cost Of Sales                              29,474,959  27,989,478
Gross Profit*                             12,322,353  12,168,000
Selling, General And Administrative        11,532,883 8,203,327
Expenses*                                            
Operating Income                          789,470     3,964,673
                                                      
OTHER INCOME (EXPENSE)                                
  Interest Expense                        (480,367)   (497,373)
  Interest Income                         121,539     63,801
  Foreign Exchange Gain (Loss)            2,723       (14,618)
  Other, Net                                 242,150  (47,412)
                                          (113,955)   (495,602)
Income Before Income Taxes                675,515     3,469,071
Income Taxes                                 198,329  895,781
Net Income                                $   477,186 $2,573,290
                                                      
Average Shares Outstanding                 6,813,708   6,955,647
Net Income Per Share                           $0.07        $0.37

                                                      
*Net Sales, Gross Profit and Selling, General and Administrative
Expenses for fiscal 1995 reflect the reclassification of trade
marketing costs to be consistent with the presentation in the
current period.

               OIL-DRI CORPORATION OF AMERICA & SUBSIDIARIES
                   Consolidated Statement of Cash Flows
                    For the Six Months Ended January 31

                                             1996        1995
                                           Unaudited   Unaudited
CASH FLOWS FROM OPERATING ACTIVITIES                  

Net Income                                $1,890,074  $5,392,222
                                                      
Adjustments to Reconcile Net Income to                
Net Cash
  Provided by Operating Activities:
  Depreciation and Amortization           4,069,690   3,828,110
  Provision for bad debts                 86,472      26,248
  (Increase) Decrease in:                             
     Accounts Receivable                  (3,367,992) (4,887,236)
     Inventories                          (297,074)   (1,676,260)
     Prepaid Expenses and Taxes           (232,877)   (1,776,807)
     Other Assets                         (268,541)   (225,957)
  Increase (Decrease) in:                             
     Accounts Payable                     466,539     1,344,951
     Accrued Expenses                     (886,029)   (1,307,29)
     Deferred Compensation                   159,775    (89,129)
     Other                                   423,773    286,170
                       Total Adjustments     153,736  (4,477,201)
                                                      
   Net Cash Used In Operating Activities   2,043,810     915,021
                                                      
CASH FLOWS FROM INVESTING ACTIVITIES                  
                                                      
  Capital Expenditures                    (2,599,529) (4,465,277)
  Purchases of Investment Securities      -           (2,114,772)
  Dispositions of Investment Securities   908,874     2,700,913
  Other                                    -             19,697
   Net Cash Used in Investing Activities              
                                          (1,690,655) (3,859,439)
                                                      
CASH FLOWS FROM FINANCING ACTIVITIES                  
  Proceeds from Short Term Borrowings                 -
  Principal Payments on Long Term Debt    (168,355)   (1,158,880)
  Proceeds from Issuance of Common Stock  -           -
  Dividends Paid                          (1,018,524) (976,035)
  Foreign Currency Translation            (26,288)    5,117
Adjustment
  Purchases of Treasury Stock                         
                                          (1,370,034) -
   Net Cash Used In Financing Activities              
                                          (2,583,201) (2,129,798)
                                                      
Net (Decrease) in Cash and Cash           (2,230,046) (5,074,216)
Equivalents                                           
Cash and Cash Equivalents, Beginning of     8,829,667 6,394,315
Year                                       
Cash and Cash Equivalents, January 31     $ 6,599,621   $1,320,099

MANAGEMENT DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

SIX MONTHS ENDED JANUARY 31, 1996 COMPARED TO SIX
MONTHS ENDED JANUARY 31, 1995

RESULTS OF OPERATIONS

Consolidated net sales for the six months ended January 31, 1996 were
$81,105,000, an increase of $1,923,000, or 2.4%, over net sales of
$79,183,000 in the first six months of fiscal 1995.  Net income for the six
months ended January 31, 1996 was $1,890,000 or $0.28 per share, a decrease
of 64.9% from $5,392,000 or $0.78 per share earned in the first six months
of fiscal 1995.  Net income for the 1996 period reflects an after tax
charge to second quarter earnings of $700,000, or $0.10 per share, for the
costs of settlement (and legal expenses) of a patent lawsuit.  (See Part
II, Item 1 in Legal Proceedings.)

Net sales of industrial and environmental sorbents decreased $337,000 from
prior year levels:  Net sales of industrial clay absorbents increased
slightly, while net sales of nonclay sorbents decreased $565,000 or 21%
reflecting continued competitive pressures and refocused sales and
marketing efforts towards selected higher margin customers.  Net sales of
cat box absorbents increased $1,089,000 or 3% from fiscal 1995 first half
results.  This growth is the result of new product introductions and
expanded distribution of existing coarse litter products in the grocery
industry.  Increased net sales to grocery customers were offset by slightly
decreased sales to non-grocery customers.  In particular, net sales to
Sams Club declined due to the introduction of a private label scoopable
litter that replaced the Companys branded scoopable product in a
substantial number of Sams locations.  Sams continues to sell other
Company branded products.  Net sales to other non-grocery customers,
including Wal-Mart Stores, Inc., were up 14% in the 1996 period.  Net sales
of agricultural absorbents increased $973,000 or 10% from fiscal 1995
primarily because of increased demand for crop protection products, fueled
by expectations of increased planting activity in the next year.  Net sales
of fluid filtration and purification products decreased slightly from prior
year levels due to due to competitive pressures and continued sluggish
demand in certain of the Companys markets.  Net sales of transportation
services increased $653,000 or 16% from fiscal 1995 because of increased
third party mileage.

Consolidated gross profit as a percentage of net sales for the six months
ended January 31, 1996 decreased to 29.6% from 31.0% in the first six
months of fiscal 1995.  Changes in sales mix towards less profitable
products and increased costs of packaging materials and shipping
contributed to this decline.

Operating expenses as a percentage of net sales increased to 25.7% in the
first six months of fiscal 1996 from 20.7% in the first half of fiscal
1995.  This change reflects the additional costs of approximately
$3,500,000 for promotional and advertising programs associated with new
product introductions.

Interest expense decreased $14,400 while interest income increased $92,400.

The Companys effective tax rate increased to 28.0% of income in the first
half of 1996 as compared to 25.5% for the first half of fiscal 1995.

Total assets of the Company decreased $607,400 during the six months ended
January 31, 1996.  Current assets increased $614,400 or 1.3% 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,
decreased $1,422,000 due to lower capital expenditures, relative to
depreciation expense.

Total liabilities in the six months ended January 31, 1996 decreased
$36,300.  Current liabilities increased $698,400 or 4.5% from July 31, 1995
balances while noncurrent liabilities decreased $734,700 or 3.2% from year
end.

EXPECTATIONS

The Company anticipates sales growth, primarily from branded cat box
absorbent products, as new product introductions take hold.  The Company
expects that earnings over the remainder of fiscal 1996 will be
approximately equal to that of fiscal 1995.  However, actual results may be
materially lower than those reflected in these forward-looking statements,
due primarily to continued vigorous competition in the grocery and,
particularly, in the mass merchandising markets, the level of success of
new products and the cost of new product introductions and promotions in
the consumer market.

LIQUIDITY AND CAPITAL RESOURCES

The current ratio decreased slightly to 3.02 at January 31, 1996 from 3.11
at July 31, 1994.  Working capital decreased $83,900 in the six months
ended January 31, 1996 to $32,990,400.  Cash provided by operations
continues to be the Companys primary source of funds to finance operating
needs and capital expenditures.  During the six months ended January 31,
1996 the balances of cash and cash equivalents declined $2,230,000.  This
reduction in cash, cash equivalents and investments was used to fund
capital expenditures of $2,599,500, to pay dividends of $1,018,500 and to
reduce debt by $168,400.  Total cash and investment balances held by the
Companys foreign subsidiaries at January 31, 1996 and 1995 were $2,505,200
and $3,132,400 respectively.

The Companys long term debt at January 31, 1996 decreased $1,318,265 from
year end balances.  Long term debt to equity decreased to 24.6% from 26.1%
at July 31, 1995.

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

Consolidated net sales for the three months ended January 31, 1996 were
$41,797,300, an increase of 4.1% from net sales of $40,157,500 in the same
period last year.  Net income for the quarter ended January 31, 1996 was
$477,200, or $0.07 per share, a decrease of 81.5% from net income of
$2,573,300 or $0.37 per share reported in the quarter ended January 31,
1995.  Net income in the 1996 period reflects an after-tax charge to
earnings of $700,000 or $0.10 per share, for the costs of settlement and
legal expenses of a patent lawsuit.  (See Part II, Item 1 - Legal
Proceedings.)

Net sales of industrial environmental sorbents decreased $456,000, or 10%
from prior year levels.  Net sales of industrial clay absorbents decreased
slightly, while net sales of nonclay sorbents decreased $412,000 or 30%
reflecting continued competitive pressures and refocused sales and
marketing efforts towards selected higher margin customers.  Net sales of
cat box absorbents increased $897,000 or 4% from fiscal 1995 second quarter
results.  This growth is the result of new product introductions and
expanded distribution of existing coarse litter products in the grocery
industry.  Increased net sales to grocery customers were offset by a
decrease of 7% in net sales to non-grocery customers.  In particular, net 
sales to Sams Club declined due to the introduction of a private label 
scoopable litter that replaced the Companys branded scoopable product in a
substantial number of Sams locations.  Sams continues to sell other
Company branded products.  Net sales to other non-grocery customers,
including Wal-Mart Stores, Inc., were up 7% in the 1996 period.

Net sales of agricultural absorbents increased $1,312,000 or 27% from
fiscal 1995 primarily because of agricultural absorbents increased demand
for crop protection products, fueled by expectations of increased planting
activity in the next year.  Net sales of fluid filtration and
purification products decreased $264,000 from prior year levels due to
competitive pressures and continued sluggish demand in certain of the
Companys markets.  Net sales of transportation services increased $190,000
in the second quarter of fiscal 1996 as compared to the second quarter of
fiscal 1995.

Consolidated gross profit for the three months ended January 31, 1996
decreased to 29.5% of net sales as compared to 30.3% in the second quarter
of fiscal 1995 due to increased costs of packaging material and shipping.
Selling, General and Administrative Expenses increased to 27.6% of net
sales as compared to 20.4% of net sales in the second quarter of fiscal
1996 and 1995 respectively.

Interest expense for the second quarter of fiscal 1996 compared to the
second quarter of fiscal 1995 decreased $17,000.  Interest income increased
$57,700 in the same period as a result of larger invested balances.

The Companys effective tax rate in the second quarter of fiscal 1996 was
29.4% of income as compared to 25.8% in the same period last year.

FOREIGN OPERATIONS

Net sales by the Companys foreign subsidiaries for the six months ended
January 31, 1996 were $6,213,900, constituting 7.7% of sales.  This
represents a decrease of $128,200 or 2.0%, from the first half of fiscal
1995, in which foreign subsidiary sales were $6,342,100 and constituted
8.0% of sales.  This decrease is primarily due to slightly reduced sales in
Canada.  Net income of the Companys foreign subsidiaries for the six
months ended January 31, 1996 was $274,700, compared with $220,900 in the
second quarter of fiscal 1995.  Identifiable assets of the Companys
foreign subsidiaries as of January 31, 1996 were $9,144,700, a decrease of
$1,076,700 from $10,221,400 as of January 31, 1995.

The Companys net sales by its foreign subsidiaries for the three months
ended January 31, 1996 were $3,305,900, constituting 7.9% of sales.  This
represents a decrease of $65,400 or 1.9% from the second quarter of fiscal
1995 in which foreign subsidiary sales were $3,371,300 and constituted 8.4%
of sales.  This decrease is primarily due to slightly decreased sales in
Canada.  Net income of the Companys foreign subsidiaries for the three
months ended January 31, 1996 was $131,700 compared with $126,900 in the
second quarter of fiscal 1995.

Part II - Other Information

ITEM 1.Legal Proceedings - On February 13, 1996 the Company entered into a
       settlement agreement related to a patent infringement action that
       had been initiated by Edward Lowe Industries, Inc. in the United
       States District Court for the Northern District of Illinois,
       Eastern Division against the Company and Marcal Paper Mills, Inc.
       The settlement prohibits the Company and Marcal Paper Mills, Inc.
       from producing and marketing cellulosic granules as carriers for
       use in agricultural applications for a period of eight years.
       Additionally the Company and Marcal have been licensed to develop,
       produce and market cellulosic granules as cat litter and other
       absorbent granular products.  The total pre-tax cost of the
       settlement, including legal expenses, was $921,000 and has been
       charged against earnings in the quarter ended January 31, 1996.

Item 4.Submission of matters to a votes of security holders - On December
       12, 1995 the 1995 Annual Meeting of Stockholders of Oil-Dri
       Corporation of America was held for the purpose of considering and
       voting on:

              1.   The election of ten directors.
              2.   The approval of the Oil-Dri Corporation of America 1995
                   Long Term Incentive Plan.

        Election of Directors

       The following schedule sets forth the results of the vote to
       elect directors.

       Director            Votes For                      Votes Withheld
                                                     
       J. Steven Cole           23,905,437                 362,754
       Ronald B. Gordon         23,904,937                 363,254
       Daniel S. Jaffee         23,899,130                 369,061
       Richard M. Jaffee        23,899,107                 369,084
       Robert D. Jaffee         23,899,130                 369,061
       Edgar D. Jannotta        23,905,437                 362,754
       Joseph C. Miller         23,905,437                 362,754
       Paul J. Miller           23,905,437                 362,754
       Haydn H. Murray          23,905,437                 362,754
       Allan H. Selig           23,904,987                 363,204

       Approval of The Oil-Dri Corporation of America 1995 Long
       Term Incentive Plan

              The following schedule sets forth the results of the vote to
       approve The Oil-Dri Corporation of America 1995 Long Term Incentive
       Plan.

                    FOR          AGAINST        ABSTAIN       BROKER NON-
                                                                 VOTES
                                                   
Total Votes    22,580,557       938,083        160,332         589,219

ITEM 6.    (a)Exhibits:    The following documents are an exhibit to this
                           report.

           Exhibit 11:     Statement Re:  Computation of
                           per share earnings.

           Exhibit 27:     Financial Data Schedule

          (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 Donald J. Deegan
     Director of Finance and Accounting,
     Chief Accounting Officer

  BY Daniel S. Jaffee
     President

  
  Dated:   March 14, 1996

                                     
                             INDEX TO EXHIBITS

EXHIBIT NUMBER           EXHIBIT TITLE             SEQUENTIALLY NUMBER PAGE
                                                   
(11)                     Statement Re:                         
                         Computation of Per Share
                         Earnings
                                                               
(27)                     Financial Data Schedule   

                                 

                                                                  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

January 31, 1996 11/1/95 to 1/31/96     92     6,812,922   626,788,824  6,812,922
                                        92                 626,788,824

                                                                        786
                                                                        6,813,708

                                  
January 31, 1995  11/1/94 to 1/31/95   92     6,949,822  639,383,624  
                                       92                639,383,624    6,949,822

                                                                        5,825
                                                                        6,955,647
                                                               
Six Months Ended
                                             
January 31,    08/01/95 to        8      6,901,322  55,210,578   6,826,500
1996           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        112    6,812,922  763,047,264  
               01/01/96
                                  184               1,256,076,048

                                                                 2,146
                                                                 6,828,646
                                                               
Six Months Ended
                                             
January 31,    08/01/94 to        8      6,951,822  55,614,576   6,949,909
1995           08/08/94
               11/30/94           114    6,949,822  792,279,708  
               12/01/94 to        62     6,949,822  430,888,964  
               01/31/95
                                  184               1,278,783,248
                                                                 
Assuming exercise of options reduced by the number of shares     
which could have been purchased with the proceeds from exercise
of such options.
                                                                 
                                                                 6,789
                                                                 6,956,698       

  

 5

                   6-MOS
                          JUL-31-1996
                               JAN-31-1996
                                       6,599,621
                                 1,406,467
                               24,909,494
                                 (278,405)
                                 11,191,258
                            49,359,590
                                     109,441,705
                            (51,404,271)
                             116,380,304
                       16,369,195
                                     19,104,000
                                0
                                          0
                                       723,352
                                  77,044,022
               116,380,304
                                     81,105,246
                            81,105,246
                                       57,123,845
                               77,969,009
                             (547,459)
                                86,472
                             970,528
                              2,626,696
                                   736,622
                          1,890,074
                                       0
                                      0
                                            0
                                 1,890,074
                                     0.28
                                     0.28