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, 1995 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  - 5,118,824 Shares (Including 283,696 Treasury Shares)
Class B Stock - 2,114,694 Shares

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

                                           January 31            July 31
                                          (Unaudited)         
                                       1995         1994          1994
CURRENT ASSETS                                                

Cash and Cash Equivalents          $1,320,099   $4,748,235    $6,394,315
Investment Securities, at Cost      2,739,496    4,491,460     3,351,423
Accounts Receivable                24,757,434   21,242,645    19,854,899
Allowance for Doubtful Accounts      (201,006)    (225,454)     (171,940)
Inventories                        12,888,361    8,793,088    11,203,008
Prepaid Expenses and Taxes          5,491,172    3,814,840     3,730,298
             Total Current Assets  46,995,556   42,864,814    44,362,003

PROPERTY, PLANT AND EQUIPMENT - AT COST                       

Cost                               104,526,298   91,974,433   100,192,811
Less Accumulated Depreciation and   43,647,659   37,021,642    39,949,247
  Amortization
            Total Property, Plant                             
               and Equipment, Net   60,878,639   54,952,791    60,243,564

OTHER ASSETS                                                  
                                                              
Excess of Investment in                                       
Subsidiaries
  Over Fair Value of Assets (Net                              
                                                  
of                                 4,370,454    4,502,455     4,436,334
  Accumulated amortization)
Other                              3,472,126     3,175,775    3,225,281
                Total Other        7,842,580     7,678,230    7,661,615
                Assets
                                                              
TOTAL ASSETS                    $115,716,775   $105,495,835 $112,267,182

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

                                           January 31            July 31    
                                          (Unaudited)                       
                                       1995         1994          1994
CURRENT LIABILITIES                                           
                                                   
Current Maturities of Notes        $    598,876  $1,340,863    $1,243,479
Payable
Accounts Payable - Trade              6,023,047   4,501,142     4,677,793
Dividends Payable                       520,552     452,539       449,302
Accrued Expenses                      8,168,148   8,813,515     9,230,664
        Total Current Liabilities    15,310,623  15,108,059    15,601,238
                                                              
NONCURRENT LIABILITIES                                        
                                                      
Notes Payable                        21,006,966   16,668,55    21,521,243
Deferred Income Taxes                   320,616   1,209,476       323,379
Deferred Compensation                 1,672,689   1,519,975     1,761,818
     Total Noncurrent Liabilities    23,000,271  19,398,016    23,606,440
                                                              
          Total Liabilities          38,310,894  34,506,075    39,207,678
                                                              
STOCKHOLDERS EQUITY                                          
                                                         
Common Stock                            723,352     723,168       723,352
Paid-In Capital in Excess of Par      7,657,393   7,628,795     7,657,394
Value
Retained Earnings                    74,428,396  66,949,539    70,077,278
Cumulative Translation Adjustment    (1,104,951)   (999,317)   (1,135,951)
                                     81,704,190  74,302,185    77,322,073
Less Treasury Stock, At Cost          4,298,309   3,312,425     4,262,569
          Total Stockholders         77,405,881  70,989,760    73,059,504
Equity
                                                              
TOTAL LIABILITIES & STOCKHOLDERS   $115,716,775 $105,495,835  $112,267,182
                           EQUITY

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

                                             1995        1994
                                          (Unaudited) (Unaudited)

Net Sales                                 $74,628,211 $71,004,088
Cost Of Sales                              54,621,099  50,625,836
Gross Profit                               20,007,112  20,378,252
Selling, General And Administrative        
Expenses                                   11,870,434  12,000,729
Operating Income                            8,136,678   8,377,523
                                                      
OTHER INCOME (EXPENSE)                                
                                                   
  Interest Expense                           (984,908)   (803,799)
  Interest Income                             167,340     176,846
  Foreign Exchange Gain (Loss)                (11,249)      5,542
  Other, Net                                  (68,908)     (3,900)
                                             (897,725)   (625,311)
                                                      
Income Before Income Taxes                  7,238,953   7,752,212
Income Taxes                                          
                                            1,846,731   1,926,925
Net Income                                  5,392,222   5,825,287
                                                      
RETAINED EARNINGS                                     
                                                 
  Balance at Beginning of Year             70,077,278  62,031,814
  Less: Cash Dividends Declared             1,041,104     907,562
                                                      
Retained Earnings - January 31            $74,428,396 $66,949,539
Average Shares Outstanding                  6,956,698   7,019,400
Net Income Per Share                            $0.78       $0.83

                                                     

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

                                             1995        1994
                                          (Unaudited) (Unaudited)

Net Sales                                 $37,828,874 $37,450,018
Cost Of Sales                              27,989,478  26,800,920
Gross Profit                                9,839,396  10,649,098
Selling, General And Administrative        
Expenses                                    5,874,723   6,016,610
Operating Income                            3,964,673   4,632,488
OTHER INCOME (EXPENSE)                                
  Interest Expense                           (497,373)   (414,474)
  Interest Income                              63,801      77,598
  Foreign Exchange Gain (Loss)                (14,618)      4,309
  Other, Net                                  (47,412      11,252
                                             (495,602)   (321,315)
Income Before Income Taxes                  3,469,071   4,311,173
Income Taxes                                  895,781   1,060,625
Net Income                                 $2,573,290  $3,250,548
Average Shares Outstanding                  6,955,647   7,011,565
Net Income Per Share                            $0.37       $0.46

 

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

                                             1995        1994
                                           Unaudited   Unaudited
CASH FLOWS FROM OPERATING ACTIVITIES                  

Net Income                                $5,392,222  $5,825,287
                                                      
Adjustments to Reconcile Net Income to                
Net Cash
  Provided by Operating Activities:
                                                 
  Depreciation and Amortization            3,828,110   3,133,788
  Provision for bad debts                     26,248      44,740
  (Increase) Decrease in:                             
     Accounts Receivable                  (4,887,236) (2,858,293)
     Inventories                          (1,676,260)   (768,486)
     Prepaid Expenses and Taxes           (1,776,807) (1,144,147)
     Other Assets                           (190,217)   (368,062)
  Increase (Decrease) in:                             
     Accounts Payable                      1,344,951  (1,095,480)
     Accrued Expenses                     (1,021,121)    473,888
     Deferred Taxes and Noncurrent              
       Income Taxes                                -      (9,880)
     Deferred Compensation                   (89,129)    140,029
                       Total Adjustments  (4,441,461) (2,451,903)
                                                      
   Net Cash Used In Operating Activities     950,761   3,373,384
                                                      
CASH FLOWS FROM INVESTING ACTIVITIES                  

  Capital Expenditures                    (4,465,277) (4,597,984)
  Purchases of Investment Securities      (2,114,772)          -
  Dispositions of Investment Securities    2,700,913   1,114,022
  Other                                       19,697     219,175
   Net Cash Used in Investing Activities  (3,859,439) (3,264,787)
                                                      
CASH FLOWS FROM FINANCING ACTIVITIES                  
                                                      
  Proceeds from Short Term Borrowings              -     158,735
                                                  
  Principal Payments on Long Term Debt    (1,158,880)   (657,863)
  Proceeds from Issuance of Common Stock           -     671,675
  Dividends Paid                            (976,035)   (907,772)
  Foreign Currency Translation            
    Adjustment                                 5,117       8,251
  Purchases of Treasury Stock                (35,740)   (944,618)
   Net Cash Used In Financing Activities  (2,165,538) (1,671,592)
                                                      
Net (Decrease) in Cash and Cash           
 Equivalents                              (5,074,216) (1,562,995)
Cash and Cash Equivalents, Beginning of  
 Year                                       6,394,315  6,311,230
Cash and Cash Equivalents, January 31      $1,320,099 $4,748,235

                                        
MANAGEMENT DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

SIX MONTHS ENDED JANUARY 31, 1995 COMPARED TO SIX
MONTHS ENDED JANUARY 31, 1994

RESULTS OF OPERATIONS

Consolidated net sales for the six months ended January 31, 1995 were
$74,628,200, an increase of $3,624,100, or 5.1%, over sales of $71,004,100
in the first six months of fiscal 1994.  Net income for the six months
ended January 31, 1995 was $5,392,200 or $0.78 per share, a decrease of
7.4% from $5,825,300 or $0.83 per share earned in the first six months of
fiscal 1994.

Net sales of industrial and environmental sorbents decreased $177,000 from
prior year levels.  Sales of industrial clay absorbents decreased slightly
while sales of nonclay sorbents decreased $165,000 or 5.6%, reflecting
increased competition in the markets in which the Company participates.
Sales of cat box absorbents increased $2,786,000 or 7.7% from fiscal 1994
first half results.  This growth is 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 decreased $412,000 or 4.0% from fiscal 1994 due
primarily to changes in the formulation schedules of our major agricultural
chemical customers.  Worldwide sales of fluid filtration and purification
products decreased slightly from prior year levels due to increased
competition and lower demand associated with high-quality oil production
this year.

Consolidated gross profit as a percentage of net sales for the six months
ended January 31, 1995 decreased to 26.8% from 28.7% in the first six
months of fiscal 1994.  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 decreased to 15.9% in the
first six months of fiscal 1995 from 16.9% in the first half of fiscal
1994.  This change reflects continued emphasis on cost control and matching
fixed overhead costs to volume.

Interest expense increased $181,100 due to increased debt levels.  Interest
income decreased slightly.

The Companys effective tax rate increased to 25.5% of income in the first
half of 1995 as compared to 24.9% the first half of fiscal 1994.

Total assets of the Company increased $3,449,600 during the six months
ended January 31, 1995.  Current assets increased $2,633,600 or 5.9% 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 $635,100.

Total liabilities in the six months ended January 31, 1995 decreased
$896,800.  Current liabilities decreased $290,600 or 1.9% from July 31,
1994 balances while noncurrent liabilities decreased $606,200 or 2.6% from
year end.

The Company expects sales patterns of the first half of fiscal 1995 to
continue for the balance of the year.  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. It is anticipated that price
increases effective in the third and fourth quarter will offset a portion
of the increased costs of sales.

LIQUIDITY AND CAPITAL RESOURCES

The current ratio increased to 3.07 at January 31, 1995 from 2.84 at July
31, 1994.  Working capital increased $2,924,000 in the six months ended
January 31, 1995 to $31,684,900.  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, 1995 the
balances of cash and cash equivalents declined $5,074,200.  This reduction
in cash and investments was used to fund capital expenditures of
$4,465,300, to pay dividends of $976,000 and to reduce debt by $1,158,900.
Total cash and investment balances held by the Companys foreign
subsidiaries at January 31, 1995 and 1994 were $3,132,400 and $4,097,000
respectively.

The Companys long term debt at January 31, 1995 decreased $514,300 from
year end balances.  Long term debt to equity decreased to 27.1% from 29.5%
at July 31, 1995.

THREE MONTHS ENDED JANUARY 31, 1995 COMPARED TO
THREE MONTHS ENDED JANUARY 31, 1994

Consolidated net sales for the three months ended January 31, 1995 were
$37,828,900 an increase of 1.0% from net sales of $37,450,000 in the same
period last year.  Net income for the quarter ended January 31, 1995 was
$2,573,300, or $0.37 per share a decrease of 20.8% from net income of
$3,250,500 or $0.46 per share reported in the quarter ended January 31,
1994.

Domestic sales of industrial and environmental sorbents increased $64,000
or 1.4%.  Sales of industrial clay sorbents increased $27,000 or 0.8% while
sales of nonclay sorbents increased $37,000 or 2.6%.  Domestic sales of cat
box absorbents increased $302,000, while domestic sales of agricultural
absorbents and specialty adsorbents decreased $809,000 and $73,000
respectively in the second quarter of fiscal 1995 as compared to the same
period last year.  Sales of transportation services increased $323,000 in
the second quarter of fiscal 1995 as compared to the second quarter of
fiscal 1994.

Gross profit for the three months ended January 31, 1995 decreased to 26.0%
of sales as compared to 28.4% in the second quarter of fiscal 1994 due to
increased costs of packaging material and shipping.  Operating expenses
decreased to 15.5% of sales as compared to 16.1% of sales in the second
quarter of fiscal 1995 and 1994 respectively.

Interest expense for the second quarter of fiscal 1995 compared to the
second quarter of fiscal 1994 increased $82,900 reflecting increased debt.
Interest income decreased $9,500 in the same period as a result of lower
invested balances.

The Companys effective tax rate in the second quarter of fiscal 1995 was
25.8% of income as compared to 24.6% in the same period last year.

FOREIGN OPERATIONS

The Companys net sales by its foreign subsidiaries for the six months
ended January 31, 1995 were $5,898,100 constituting 7.9% of sales.  This
represents a increase of $738,400 or 14.3%, primarily due to increased
sales in Canada, from the first half of fiscal 1994 in which foreign
subsidiary sales were $5,159,700 and constituted 7.3% of sales.  Net income
of the Companys foreign subsidiaries for the six months ended January 31,
1995 was $220,900 compared with $156,700 in the second quarter of fiscal
1994.  Identifiable assets of the Companys foreign subsidiaries as of
January 31, 1995 were $10,221,400 a decrease of $78,800 from $10,300,200 as
of January 31, 1994.

The Companys net sales by its foreign subsidiaries for the three months
ended January 31, 1995 were $3,122,700 constituting 8.3% of sales.  This
represents a increase of $494,000 or 18.8%, primarily due to increased
sales in Canada, from the second quarter of fiscal 1994 in which foreign
subsidiary sales were $2,628,700 and constituted 7.0% of sales.  Net income
of the Companys foreign subsidiaries for the three months ended January
31, 1995 was $126,900 compared with $34,000 in the second quarter of fiscal
1994.

Part II - Other Information

ITEM 1.Legal Proceedings - A patent infringement action has been initiated
       by Edward Lowe Industries, Inc. in the United States District Court
       for the Northern District of Illinois, Eastern Division, against
       Oil-Dri Corporation of America and Marcal Paper Mills, Inc.  The
       action alleges that the defendants have infringed certain patents
       pertaining to paper granules and their manufacture and seeks
       injunctive relief and damages.  The Company has reviewed with its
       patent counsel all the claims of the patents in question, and its
       paper granule products in light of such claims, and finds no merit
       in the lawsuit.  The Company intends to contest the action
       vigorously.

Item 4.Submission of matters to a votes of security holders - On December
       14, 1994 the 1994 Annual Meeting of Stockholders of Oil-Dri
       Corporation of America was held for the purpose of considering and
       voting on:

              1.   The election of eleven directors.
              2.   A proposal to amend the Companys Certificate of
                   Incorporation in order to authorize 30,000,000 shares 
                   of new class of non-voting common stock to be designated
                   as Class A Common Stock.

       The Board of Directors had determined that only holders of
       record of outstanding shares of Common Stock and Class B Stock at
       the close of business on October 21, 1994 were entitled to notice
       of, and to vote at, the annual meeting or any adjournment thereof.
       There was present at said meeting either in person or by proxy,
       shareholders totaling 25,012,464 votes, which is 95.7% of the total
       votes outstanding.

       Election of Directors

       The election of directors required a plurality of votes
       cast.  Abstentions and broker non-votes have no effect on the
       outcome of the election of directors.

       The following schedule sets forth the results of said vote
       to elect as directors the eleven nominees to hold office until the
       next Annual Meeting Stockholders and until their successors have
       been elected and qualify.

       Director                 Votes For            Votes Withheld
       J. Steven Cole           24,949,455                  63,009
       Norman B. Gershon        24,619,792                 392,672
       Daniel S. Jaffee         24,949,455                  63,009
       Richard M. Jaffee        24,949,455                  63,009
       Robert D. Jaffee         24,949,455                  63,009
       Edgar D. Jannotta        24,949,455                  63,009
       Joseph C. Miller         24,949,455                  63,009
       Paul J. Miller           24,949,455                  63,009
       Haydn H. Murray          24,948,955                  63,509
       Allan H. Selig           24,920,710                  91,754
       Bruce H. Sone            24,920,714                  91,750

       Part II - Other Information (Cont'd.)

       Proposal to Amend Certificate of Incorporation

       The proposed amendment to the Companys Certificate of
       Incorporation in order to be adopted had to receive the affirmative
       vote of (i) the holders of a majority of the votes of the
       outstanding shares of Common Stock (one vote per share) and Class B
       Stock (10 votes per share), voting as a single class, (ii) the
       holders of a majority of the outstanding shares of Class B Stock,
       voting as a class, and (iii) the holders of a majority of the
       outstanding shares of Common Stock, voting as a class.  Abstentions
       and broker non-votes have the effect of votes against the
       Amendment.

              The following schedule sets forth the results of said vote
       to amend the Certificate of Incorporation.

                    FOR          AGAINST        ABSTAIN       BROKER NON-
                                                                 VOTES
Common Stock                                                 
                                                    
 Votes           2,670,353       852,321         36,531         330,649
Class B Votes   21,122,160             0              0               0
Total Votes     23,792,963       852,321         36,531         330,649

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:   March 10, 1995

  

  

  

  

  

  
1

                                                        Exhibit 3

   [STATE OF DELAWARE OFFICE OF SECRETARY OF STATE LETTERHEAD]

I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE,
DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE
CERTIFICATE OF AMENDMENT OF OIL-DRI CORPORATION OF AMERICA,
FILED IN THIS OFFICE ON THE NINETEENTH DAY OF DECEMBER, A.D.
1994, AT 10 OCLOCK A.M.

A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE
NEW CASTLE COUNTY RECORDER OF DEEDS FOR RECORDING.

AUTHENTICATION: 7343955
DATE: 12/19/1994

                    CERTIFICATE OF AMENDMENT
                               OF
                  CERTIFICATE OF INCORPORATION
                               OF
                 OIL-DRI CORPORATION OF AMERICA

            Adopted in accordance with the provisions
           of Sections 242 of the General Corporation
                  Law of the State of Delaware

The undersigned, Richard M. Jaffee, President and Chief Executive
Officer, and Louis T. Bland, Jr., Assistant Secretary of Oil-Dri
Corporation of America (the Corporation), a corporation
organized and existing under the laws of the State of Delaware,
do hereby certify as follows:

FIRST:  That by written consent of the Board of Directors of the
Corporation, resolutions were duly adopted setting forth and
declaring a proposed amendment to the Certificate of
Incorporation of the Corporation (the Amendment) to be
advisable.

SECOND:  The Amendment was adopted at the Annual Meeting of
Stockholders of the Corporation on December 13, 1994, in
accordance with Section 242 of the Delaware General Corporation
Law by the affirmative vote of the holders of (i) a majority of
the outstanding share of Common Stock and Class B Stock, voting
as a single class; (ii) a majority of the outstanding shares of
Class B Stock, voting as a class, and (iii) a majority of the
outstanding shares of Common Stock, voting as a class, the
Corporation, said Class B Stock and Common Stock being the only
classes of voting stock of the Corporation.

THIRD:  The resolution setting forth the Amendment is as follows:

RESOLVED, that the Certificate of Incorporation, as previously
amended, be further amended by deleting Article Fourth, thereof,
and inserting, in lieu thereof, a new Article Fourth, which
provides:

A.  Authorized Capital Stock

The total number of shares of all classes of capital stock which
the Corporation shall have authority to issue is fifty-two
million (52,000,000) shares, consisting of fifteen million
(15,000,000) shares of Common Stock, par value $.10 per share
(the Common Stock), thirty million (30,000,000) shares of Class
A Common Stock, par value $.10 per share (the Class A Common
Stock) and seven million (7,000,000) shares of Class B Stock,
par value $.10 per share (the Class B Stock).

B.  Powers and Rights of the Common Stock and the Class B Stock

1.  Voting Rights of Powers.

With respect to all matters upon which stockholders are entitled
to vote or to which stockholders are entitled to give consent
(including elation of directors, mergers, asset sales,
dissolution, and certificate and by-law amendments), the holders
of the outstanding shares of the Common Stock and the holders of
any outstanding shares of the Class B Stock shall vote together
without regard to class, and every holder of the outstanding
shares of the Common Stock shall be entitled to cast thereon
one(1) vote in person or by proxy for each share of the Common
Stock standing in his name, and every holder of any outstanding
shares of the Class B Stock shall be entitled to cast thereon ten
(10) votes in person or by proxy for each share of Class B Common
Stock standing in his name.  Except as indicated in this
paragraph, or as otherwise required by law, holders of Class A
Common Stock shall have no right to vote.  Without limiting the
generality of the foregoing, the number of authorized shares of
Class A Common Stock may be increased or decreased 

(but not belowthe number of shares thereof then outstanding), by the
affirmative vote of the holders of a majority of the votes
entitled to be cast by the holders of the Common Stock and the
Class B Stock, without a vote of the holders of any shares of the
Class A Common Stock.  With respect to any proposed amendment to
this Certificate of Incorporation which would increase or
decrease the number of authorized shares of the Common Stock or
the Class B Stock (but not the Class A Common Stock), increase or
decrease the par value of the shares of the Common Stock, the
Class A Common Stock or Class B Stock, or alter or change the
powers, preferences, relative voting power or special rights of
the shares of the Common Stock, the Class A Common Stock or the
Class B Stock so as to affect them adversely, the approval of a
majority of the votes entitled to be cast by the holders of the
majority of the votes entitled to be cast by the holders of the
class affected by the proposed amendment, voting separately as a
class, shall be obtained in addition to the approval of a
majority of the votes entitled to be cast by the holders of the
Common Stock and the Class B Stock voting together without regard
to class as hereinbefore provided.

2.  Dividends and Distributions.

a.  Cash Dividends.  At any time shares of the Class B Stock are
outstanding, as and when cash dividends may be declared by the
Board of Directors, (i) the cash dividend payable on shares of
the Common Stock and the cash dividend payable on shares of the
Class A Common Stock shall each in all cases be equal on a per
share basis to at least 133-1/3% on a per share basis of the cash
dividend payable on shares of the Class B Stock, (ii) the cash
dividend payable on shares of the Class A Common Stock on a per
share basis shall in all cases be equal to the cash dividend
payable on shares of the Common Stock, and (iii) if shares of
Class A Common Stock, Class B Sock and Common Stock are
outstanding, the sum of the cash dividend payable on shares of
Common Stock and the cash dividend payable on shares of Class A
Common Stock, each on a per share basis, shall in all cases be
equal to at least 133-1/3% of the sum of the cash dividend
payable on shares of Class B Stock and the cash dividend payable
on shares of Class A Common Stock, each on a per share basis.  If
a cash dividend is paid that meets the ratio requirements set
forth in this subparagraph a, the aggregate amount paid to each
stockholder will be rounded up to the nearest cent without regard
to such requirements.

b.  Other Dividends and Distributions.  Each share of the Common
Stock, each share of the Class A Common Stock and each share of
the Class B Stock shall be equal in respect of rights to
dividends (other than cash) and distributions, when and as
declared, in the form of stock or other property of the
Corporation, except that in the case of dividends or other
distributions payable in stock of the Corporation, including
distributions pursuant to stock split-ups, divisions or
combinations, which occur after the date shares of the Class B
Stock are first issued by the Corporation, only shares of the
Common Stock shall be distributed with respect to the Common
Stock, only shares of the Class B Stock shall be distributed with
respect to the Class B Stock, and if shares of Class A Common
Stock have been issued, only shares of Class A Common Stock shall
be distributed with respect to the Class A Common Stock, all in
accordance with paragraph 8 of this Section B, provided however,
that a special dividend payable in Class A Common Stock (Special
Stock Dividend) may be declared and paid with respect to Common
Stock and Class B Stock (i) on the basis of one share of Class A
Common Stock distributed with respect to each outstanding share
of Common Stock and Class B Stock or (ii) in the form of a
recapitalization, in which half of each outstanding share of
Common Stock and half of each outstanding share of Class B Stock
would each be automatically converted into one-half share of
Class A Common Stocks.  Only one Special Stock Dividend can be
declared.

3.  Other Rights.

Except as otherwise required by the Delaware General Corporation
Law or as otherwise provided in this Certificate of

Incorporation, each share of the Common Stock, each share of
Class A Common Stock and each share of the Class B Stock shall
have identical powers, preferences and rights, including rights
in liquidation.

4.  Issuance of the Class B Stock.

a.  Initial Issuance.  On or before 5:00 p.m. Central Time
(close of business) on May 13, 1985, or such later date and
time as the Board of Directors may, prior to May 13, 1985,
determine, each outstanding share of Common Stock shall be
convertible, by the holder of record thereof on March 6, 1985, on
a share-for-share basis, for shares of Class B Stock, on and
subject to the terms and conditions of this paragraph 4.  Any
such conversion shall be deemed to be effective as of the date of
receipt by the Corporation or its transfer agent of the following
documents:  (i) a proper written notice of conversion by the
holder of shares Common Stock, addressed to the principal office
of the Corporation or to the office of its transfer agent,
designating the number of shares of Common Stock to be converted
into shares of Class B Stock, and (ii) the stock certificate or
certificates representing the number of shares of Common Stock to
be so converted into shares of Class B Stock, duly endorsed for
transfer or accompanied by appropriate stock powers, with
signatures guaranteed by a national banking association or a
member firm of the New York Stock Exchange.  The issuance of a
certificate or certificates for shares of the Class B Stock shall
be made without charge for any stamp or other similar tax in
respect of such issuance.  However, if any such certificate or
certificates is or are to be issued in a name other than that of
the holder of the share or shares of Common Stock converted, the
person or persons requesting the issuance thereof shall pay to
the transfer agent or to the Corporation the amount of any tax
which may be payable in respect to any such transfer.
Notwithstanding the foregoing, such certificate or certificates
may only be issued in the name of the holder of record on March
6, 1985 of the converted shares of Common Stock, or his Permitted
Transferee, as such term is defined in subparagraph c of
paragraph 6 of this Section B.  Subject to the foregoing, as
promptly as practicable after the surrender for conversion of a
certificate or certificates representing shares of the Common
Stock and payment of any tax as hereinbefore provided, the
Corporation will deliver or cause to be delivered at the office
of the transfer agent to, or upon the written order of, the
holder of such certificate or certificates, a certificate or
certificates representing the number of shares of Class B Stock
issuable upon such conversion, issued in such name or names as
such holder may direct.  Such conversion shall be deemed to have
been made immediately prior to the close of business on the date
of the surrender of the certificate or certificates representing
shares of the Common Stock (if on such date the transfer books of
the Corporation shall be closed, then immediately prior to the
close of business on the first date thereafter that said books
shall be open), and all rights of such holder arising from
ownership of the shares of Common Stock shall cease at that time,
and the  person or persons in whose name or names the certificate
or certificates representing shares of the Class B Stock are to
be issued shall be treated for all purposes as having become the
record holder or holders of such shares of the Class B Stock at
such time and shall have and may exercise all the rights and
powers appertaining thereto.  No adjustments in respect of past
cash dividends shall be made upon the conversion of any share of
the Common Stock; provided, however, that if any shares of the
Common Stock shall be converted subsequent to the record date for
the payment of a cash or stock dividend or other distribution on
shares of the Common Stock, but prior to such payment, the
registered holder of such shares of Common Stock at the close of
business on such record date shall nonetheless be entitled to
receive that cash or stock dividend or other distribution.  The
Corporation shall reserve and keep available, solely for the
purpose of issue upon conversion of outstanding shares of the
Common Stock, such number of shares of the Class B Stock as may
be issuable upon the conversion of all such outstanding shares of
the Common Stock.  All shares of the Class B Stock which may be
issued upon conversion of shares of the Common Stock will, upon
issuance, be fully paid and nonassessable.

b.  Subsequent Issuance.  After expiration of the period for
initial issuance as provided in subparagraph a of this paragraph
4, the Corporation may only issue shares of the Class B Stock in
the form of a distribution or distributions pursuant to one or
more stock dividends on or stock split-ups of the shares of the
Class B Stock, or pursuant to any other distribution which is
intended to be pro-rata to the Corporations stockholders, and
only to the then holders of the outstanding shares of the Class B
Stock in conjunction with and in the same ratio as a stock
dividend on or a stock split-up or other distribution of the
shares of the Class A Common Stock (if Class A Common Stock has
been issued prior to such stock dividend, stock split or other
distribution) and Common Stock (any such issuance being a
Subsequent Issuance).

5.  Conversion of Class B Stock.

Each share of Class B Stock may at any time be converted at the
election of the holder thereof into one fully paid and
nonassessable share of the Common Stock.  Any holder of shares of
the Class B Stock may elect to convert any or all of such shares
at one time or at various times in such holders discretion.  Any
such conversion shall be deemed to be effective as of the close
of business on the date of receipt by the Corporation or its
transfer agent of the following documents:  (i) a proper written
notice of conversion by the holder of shares of Class B Stock,
addressed to the principal office of the Corporation or to the
office of its transfer agent, designating the number of shares of
Class B Stock to be converted into shares of Common Stock, and
(ii) the stock certificate or certificates representing the
number of shares of Class B Stock to be so converted into shares
of Common Stock, duly endorsed for transfer or accompanied by
appropriate stock powers, with signatures guaranteed by a
national banking association or a member firm of the New York
Stock Exchange.  The issuance of a certificate or certificates
for shares of the Common Stock upon conversion of shares of the
Class B Stock shall be made without charge for any stamp or other
similar tax in respect of such issuance.  However, if any such
certificate or certificates is or are to be issued in a name
other than that of the holder of the share or shares of the Class
B Stock converted, the person or persons requesting the issuance
thereof shall pay to the transfer agent or to the Corporation the
amount of any tax which may be payable in respect of any such
transfer, or shall establish to the satisfaction of the transfer
agent or of the Corporation that such tax has been paid.  As
promptly as practicable after the surrender for conversion of a
certificate or certificates representing shares of the Class B
Stock and the payment of any tax as hereinbefore provided, the
Corporation will deliver or cause to be delivered at the office
of the transfer agent to, or upon the written order of, the
holder of such certificate or certificates, a certificate or
certificates representing the number of shares of the Common
Stock issuable upon such conversion, issued in such name or names
as such holder may direct.  Such conversion shall be deemed to
have been made immediately prior to the close of business on the
date of the surrender of the certificate or certificates
representing shares of the Class B Stock (if on such date the
transfer book of the Corporation shall be closed, then
immediately prior to the close of business on the first date
thereafter that said books shall be open) , and all rights of
such holder arising from ownership of shares of Class B Stock
shall cease at such time, and the person or persons in whose name
or names the certificate or certificates representing shares of
the Common Stock are to be issued shall be treated for all
purposes as having become the record holder or holders of such
shares of the Common Stock at such time and shall have and may
exercise all the rights and powers appertaining thereto.  No
adjustments in respect of past cash dividends shall be made upon
the conversion of any share of the Class B Stock; provided,
however, that if any shares of the Class B Stock shall be
converted subsequent to the record date for the payment of a cash
or stock dividend or other distribution on shares of the Class B
Stock but prior to such payment, the registered holder of such
shares of Class B Stock at the close of business on such record
date shall nonetheless be entitled to receive that cash or stock
dividend or other distribution.  The Corporation shall at all

times reserve and keep available, solely for the purpose of issue
upon conversion of outstanding shares of the Class B Stock, such
number of shares of the Common Stock as may be issuable upon the
conversion of all such outstanding shares of the Class B Stock,
provided the Corporation may deliver shares of the Common Stock
which have previously been converted into shares of the Class B
Stock or which  have previously been converted into shares of the
Class B Stock or which are held in the treasury of the
Corporation for shares of the Class B Stock to be converted.  If
any shares of the Common Stock require registration with or
approval of any governmental authority under any federal or state
law before such shares of the Common Stock may be issued upon
conversion, the Corporation will cause such shares to be duly
registered or approved, as the case bay be.  The Corporation will
endeavor to list shares of the Common Stock required to be
delivered upon conversion prior to such delivery upon any
national securities exchange or national market system on which
the outstanding shares of the Common Stock may be listed at the
time of such delivery.  All shares of the Common Stock which may
be issued upon conversion of shares of the Class B Stock, will,
upon issuance, be fully paid and nonassessable.

5A.  Modification of Class A Common Stock.

If, as a result of the lack of voting power of the Class A Common
Stock, either the Common Stock or Class A Common Stock is to be,
or is, delisted from the New York Stock Exchange (or from such
other national securities exchange or securities quotation system
as is then the principal market for such stock), the Board of
Directors, if it determines that there is no appropriate
alternative, may provide such voting rights for the Class A
Common Stock (but in no event more than one vote per share) as it
may specify by resolution.

6.  Restrictions on Sale and Transfer of Class B Stock.

a.  Shares of Class B Stock shall be registered in the name(s) of
the beneficial owner(s) thereof and not in street or nominee
name; provided, however, (i) certificates representing shares of
Class B Stock issued in conversion of the Corporations then
outstanding Common Stock will be registered in the same name and
manner as the certificates representing the shares of Common
Stock so converted into shares of Class B Stock and (ii)
certificates representing shares of Class B Stock issued pursuant
to one or more Subsequent Issuances of the Class B Stock may be
registered in the same name and manner as the certificates
representing the shares of Class B Stock with respect to which
the Subsequent Issuance was made.  Certificates representing
Class B Stock shall bear a legend stating that they are subject
to the restrictions of this Article Fourth.

b.  Shares of Class B Stock shall not be sold, assigned, given,
bequeathed, transferred, pledged or otherwise disposed of except
as provided in subparagraphs c and d of this paragraph 6.

c.  A holder of shares of Class B Stock may sell, assign, give,
bequeath or otherwise transfer all part of said shares to any one
or more of the following:  (i) to any beneficial owner thereof;
(ii) to any beneficial owners spouse; (iii) to any parent or to
any lineal descendant (including any adopted child) of any parent
of any beneficial owner or of any beneficial owners spouse; (iv)
to any trustee, guardian or custodian for, or any executor,
administrator or other legal representative of the estate of, any
of the foregoing; and (v) to any general or limited partnership
each of the partners of which is any of the foregoing and which
prohibits a transfer of all or any part of any interest in the
partnership except to the partnership except to the partnership
or to any of the foregoing (collectively, (i) through (v) are the
Permitted Transferees).

d.  Shares of Class B Common Stock may be pledged by the
beneficial owner thereof, provided such shares shall not be
transferred to or registered in the name of the pledgee and shall

remain subject to the restrictions of this paragraph 6.  In the
event of foreclosure or other similar action by the pledgee, such
pledged shares of Class B Stock may, at the option of the
pledgee, be sold, transferred or otherwise disposed of on behalf
of the beneficial owner only to those persons specified in
subparagraph c of this paragraph 6, or be converted into shares
of Common Stock in accordance with the provisions of paragraph 5
of this Section B.

e.  In the event a holder of shares of Class B Stock sells,
assigns, transfers, pledges or otherwise disposes of such shares
contrary to the provisions of this paragraph 6, then such sale,
assignment, transfer, pledge or other disposition shall be deemed
(i) an election by the holder thereof to first convert such
shares of Class B Stock into shares of Common Stock on a share-
for-share basis, and (ii) a sale, assignment, transfer, pledge or
other disposition of such shares of Common Stock.  Such
conversions shall be deemed effective as of the time of such
sale, assignment, transfer, pledge or other disposition, and upon
presentation to the Corporations transfer agent of the
certificate or certificates representing such shares of Class B
Stock, duly endorsed for transfer or accompanied by appropriate
stock powers, with signatures guaranteed by a national banking
association or a member firm of the New York Stock Exchange, a
certificate or certificates representing an equal number of
shares of Common Stock shall be issued in the name of the
transferee or pledgee.

7.  Duration of Class Rights and Powers.

At any time when (a) the shares of Class B Stock owned by Richard
M. and Robert D. Jaffee and their Permitted Transferees, whether
owned directly or beneficially (including the shares owned by the
Northern Trust Company, as Trustee under an Agreement between
Noah Jaffee (a/k/a/ Nick Jaffee) and The Northern Trust Company,
as Trustee, as dated April 26, 1962 and designated Trust No.
27962, but excluding any shares (Excluded Shares) owned
beneficially where (i) such beneficial ownership results solely
from possession of the power to vote or direct the disposition of
such shares and where (ii) there is no economic interest,
including a contingent or future interest, in such shares) cease
to account for at least twenty percent (20%) of the total of both
shares of the Common Stock and shares of the Class B Stock
outstanding, treated as one class for the purpose of such
computation, or (b) for a continuous period of one year, the
shares of Class B Stock, Common Stock and Class A Common Stock
owned by Richard M. Jaffee and Robert D. Jaffee and their
Permitted Transferees, whether owned directly or beneficially,
but excluding the Excluded Shares, do not account for at least
ten percent (10%) of the total of shares of Common Stock, shares
of Class B Stock and shares of Class A Common Stock outstanding,
treated as one class for the purpose of such computation, any
shares of the Class B Stock which are then outstanding shall,
without any action by the Board of Directors or the holder or
holders thereof, automatically convert (but, in the case of
clause (b) hereof, only at the end of the continuous period of
one year referred to therein) into and become for all purposes
shares of the Common Stock, and the provisions of this
Certificate of Incorporation which provide for different voting
or cash dividend rights for the Common Stock and the Class B
Stock shall thence forth not be of any effect.  All shares of
either or both the Common Stock or the Class B Stock which are
then outstanding shall have equal and general voting power in the
election of directors and in all other matters upon which
stockholders of the Corporation are entitled to vote or give
consent, event if at such time there shall have been fixed by the
Board of Directors a record date for voting at any meeting of
stockholders.  The Board of Directors is hereby authorized to
take such actions, consistent with the Delaware General
Corporation law, as it deems appropriate or advisable with
respect to the replacement of certificates then outstanding
evidencing ownership of the Class B Stock, or otherwise, in order
to carry into effect the foregoing provisions.

8.  Issuance of the Common Stock and Class A Common Stock.

The Board of Directors of the Corporation may from time to time
authorize by resolution the issuance of any or all shares of the
Common Stock or Class A Common Stock herein authorized in
accordance with the terms and conditions set forth in this
Certificate of Incorporation for such purposes, in such amounts
to such persons, corporations, or entities, and for such
consideration all as the Board of Directors in its discretion may
determine and without any vote or other action by the
stockholders, except as otherwise required by law.  At any time
shares of the Class B Stock or shares of Class A Common Stock are
outstanding, the Board of Directors (a) may issue shares of the
Common Stock or Class A Common Stock in the form of a
distribution or distributions pursuant to a stock dividend or
split-up of the shares of the Common Stock or Class A Common
Stock, respectively, or pursuant to any other distribution only
in such stock dividend, split-up or other distribution is in
conjunction with and in the same ratio as a stock dividend on or
stock split-up or other distribution of the shares of the Class B
Stock, and intended to be pro-rata to all of the Corporations
stockholders, and is paid as follows:  (i) in Common Stock to the
then holders of the outstanding shares of Common Stock; (ii) in
Class A Common Stock to the then holders of the outstanding
shares of Class A Common Stock; and (iii) in Class B Stock to
then holders of the outstanding shares of Class B Stock; or (b)
may issue shares of Class A Common Stock pursuant to the Special
Stock Dividend, if the Special Stock Dividend has not previously
been issued.

9.  Purchase of Common Stock, Class A Common Stock or Class B
Stock by the Corporation.

Subject to any applicable provision of this Article FOURTH, the
Corporation may at any time or from time to time purchase or
otherwise acquire shares of its Common Stock, Class A Common
Stock or Class B Stock in any manner now or hereafter permitted
by law, publicly or privately, or pursuant to any agreement.

10.  Rights on Liquidation.

In the event the Corporation shall be liquidated, dissolved or
wound up, whether voluntarily or involuntarily, the holders of
the Class B Stock, Class A Common Stock and Common Stock shall be
entitled to share ratably as a single class in the remaining net
assets of the Corporation, that is, an equal amount of net assets
for each share of Common Stock, Class A Common Stock and Class B
Stock.  A merger or consolidation of the Corporation with or into
any other corporation or a sale or conveyance of all or any part
of the assets of the Corporation (which shall not in fact result
in the liquidation of the Corporation and the distribution of
assets to stockholders) shall not be deemed to be a voluntary or
involuntary liquidation or dissolution or winding up of the
corporation within the meaning of this paragraph 10.

IN WITNESS WHEREOF, Oil-Dri Corporation of America has caused
this Certificate of Amendment to be executed this 15 day of
December, 1994

/s/ Richard M. Jaffee
Richard M. Jaffee
President and
Chief Executive Officer

ATTEST:

/s/Louis T. Bland, Jr.
Louis T. Bland, Jr.
Assistant Secretary

   [STATE OF DELAWARE OFFICE OF SECRETARY OF STATE LETTERHEAD]

I, MICHAEL RATCHFORD, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT
COPY OF THE CERTIFICATE OF INCORPORATION OF DRI-OIL, INC. FILED
IN THIS OFFICE ON THE EIGHTH DAY OF DECEMBER A.D. 1969, AT 10
OCLOCK A.M.

Secretary of State
AUTHENTICATION: *3569611
DATE: 08/25/1992

              CERTIFICATE OF INCORPORATION 
                          OF
                      DRI-OIL, INC.

FIRST.  The name of the corporation is DRI-OIL, INC.

SECOND.  The address of its registered office in the State of
Delaware is No. 100 West Tenth Street, in the City of Wilmington,
County of New Castle.  The name of its registered agent at such
address is The Corporation Trust Company.

THIRD.  The nature of the business or purposes to be conducted or
promoted is:

To engage in any lawful act or activity for which corporations
may be organized under the General Corporation Law of Delaware.

FOURTH.  The total number of shares of stock which the
corporation shall have authority to issue is One Hundred (100)
and the par value of each of such shares is Ten Dollars ($10.00),
amounting in the aggregate to One Thousand Dollars ($1,000,00).

FIFTH.  The name and mailing address of the sole incorporator is
as follows:

OIL-DRI CORPORATION OF AMERICA, an Illinois corporation, 520
North Michigan Avenue, Chicago, Illinois

SIXTH.  The name and mailing address of each person who is to
serve as a director until the first annual meeting of the
stockholders or until a successor is elected and qualified, is as
follows:

NAME                          MAILING ADDRESS
Richard M. Jaffee             520 North Michigan Avenue
                              Chicago, Illinois

Robert D. Jaffee              520 North Michigan Avenue
                              Chicago, Illinois

Woodrow A. Jaffee             520 North Michigan Avenue
                              Chicago, Illinois

SEVENTH.  The corporation is to have perpetual existence.

EIGHTH.  In furtherance and not in limitation of the powers
conferred by statute, the board of  directors is expressly
authorized to make, alter or repeal the by-laws of the
corporation.

NINTH.  Whenever a compromise or arrangement is proposed between
this corporation and its creditors or any class of them and/or
between this corporation and its stockholders or any class of
them, any court of equitable jurisdiction within the State of
Delaware may, on the application in a summary way of this
corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this
corporation under the provisions of Section 291 of Title 8 of the
Delaware Code or on the application of trustees in dissolution or
of any receiver or receivers appointed for this corporation under
the provisions of Section 279 of Title 8 of the Delaware Code
order a meeting of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of this corporation, as
the case may be, to be summoned in such manner as the said court
directs.  If a majority in number representing three-fourths in
value of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of this corporation, as the
case may be, agree to any compromise or arrangement and to any
reorganization of this corporation as consequence of such
compromise or arrangement, the said compromise or arrangement and
the said reorganization shall, if sanctioned by the court to
which the said application has been made, be binding on all the
creditors or class of creditors, and/or on all the stockholders
or class of stockholders, of this corporation, as the case may
be, and also on this corporation.

TENTH.  Election of directors need not be by written ballot
unless the by-laws of the corporation shall so provide.

ELEVENTH.  The books of the corporation may be kept (subject to
any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time
to time by the board of directors or in the by-laws of the
corporation.

TWELFTH.  The corporation reserves the right to amend, alter,
change or repeal any provision contained in this certificate of
incorporation in the manner now or hereafter prescribed by
statute, and all rights conferred upon stockholders herein are
granted subject to this reservation.

THE UNDERSIGNED, being the sole incorporator, for the purpose of
forming a corporation pursuant to the General Corporation Law of
the State of Delaware, does make this certificate, hereby
declaring and certifying that this is its act and deed and the
facts herein stated are true, and accordingly has hereunto set
its hand and seal this 4th day of December, 1969.

OIL-DRI CORPORATION OF AMERICA,
an Illinois corporation

By /s/ Richard M. Jaffee
   President

ATTEST:
(Corporate Seal)

/s/ Albert L. Swerdlik
Secretary

STATE OF ILLINOIS )
                  )ss.
COUNTY OF COOK    )

In the City of Chicago, County of Cook and State of Illinois, on
the 4th day of December, 1969, personally appeared before me
Richard M. Jaffee and A.L. Swerdlik, who stated that they are
respectively the President and Secretary of Oil-Dri Corporation
of America, an Illinois corporation, and executed the foregoing
Certificate of Incorporation on behalf of said Oil-Dri
Corporation of America, pursuant to duly granted authority, and
they severally acknowledged that said Certificate was executed by
said Oil-Dri Corporation of America as its act and deed and that
the facts therein stated are truly set forth.

GIVEN under my hand and seal of office the day and year
aforesaid.

Notary Public

   [STATE OF DELAWARE OFFICE OF SECRETARY OF STATE LETTERHEAD]

I, MICHAEL RATCHFORD, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT
COPY OF THE CERTIFICATE OF AGREEMENT OF MERGER (AGREEMENT OF
MERGER (DELAWARE & FOREIGN) OF DRI-OIL, INC. FILED IN THIS
OFFICE ON THE TWENTY-SECOND DAY OF DECEMBER  A.D. 1969, AT 10
OCLOCK A.M.

Secretary 0f State *3569612
AUTHENTICATION: 08/25/1992

                  AGREEMENT AND PLAN OF MERGER
                                
                             between
                                
                          DRI-OIL, INC.
                                
                    (a Delaware corporation)
                                
                               and
                                
                 OIL-DRI CORPORATION OF AMERICA
                                
                    (an Illinois corporation)

Agreement and Plan of Merger made and entered into this 18th day
of December, 1969, between DRI-OIL, INC., a Delaware corporation,
(hereinafter referred to as the Delaware Corporation or
Surviving Corporation) and OIL-DRI CORPORATION OF AMERICA, an
Illinois Corporation, (hereinafter referred to as the Illinois
Corporation) (said corporations hereinafter referred to jointly
as the Constituent Corporations).

A.  The Delaware Corporation is a corporation duly organized and
existing under the laws of the State of Delaware having its
principal office in the State of Delaware at No. 100 West 10th
Street, Wilmington, Delaware.

B.  The Illinois Corporation is a corporation duly organized and
existing under the laws of the State of Illinois having its
principal office in the  State of Illinois at 520 North Michigan
Avenue, Chicago, Illinois.

C.  The total number of shares which the Delaware Corporation has
authority to issue is 100 shares of the par value of $10 per
share, of which 100 shares are issued and outstanding.

D.  The total number of shares which the Illinois Corporation has
authority to issue is 1,000,000 Common Shares $1 par value of
which 380,000 are outstanding.

E.  The respective boards of directors of the Delaware
Corporation and the Illinois Corporation have determined that it
is advisable that the Illinois Corporation be merged into the
Delaware Corporation and have approved such merger on the terms
and conditions hereinafter set forth in accordance with
applicable provisions of the laws of the States of Illinois an
Delaware.

The Delaware Corporation and the Illinois Corporation hereby
agree, each with the other, as follows:

                            ARTICLE I

The Illinois Corporation and the Delaware Corporation shall be
merged into a single corporation, in accordance with the
applicable provisions of the laws of Illinois and Delaware, by
the Illinois Corporation merging into the Delaware Corporation
which shall be the continuing and surviving corporation.

                           ARTICLE II

The Certificate of Incorporation of the Delaware Corporation is
hereby amended:

(a)  By striking Article FIRST in its entirety and substituting
in lieu thereof, a new Article FIRST reading as follows:

FIRST:  The name  of the corporation is OIL-DRI CORPORATION OF
AMERICA.

(b)  By striking Article FOURTH in its entirety and substituting
in lieu thereof, a new Article FOURTH reading as follows:

FOURTH:  The total number of shares of stock which the
corporation shall have authority to issue is One Million Five
Hundred Thousand (1,500,000) and the par value of each of such
shares is One Dollar ($1), amounting in the aggregate to One
Million Five Hundred Thousand Dollars ($1,500,000).

The Certificate of Incorporation of the Delaware Corporation, as
hereinabove amended, shall constitute the composite Certificate
of Incorporation of the Surviving Corporation until further
amended in the manner provided by law, and it is set forth in
Schedule 1 hereto and made a part of this Agreement and Plan of
Merger with the same force and effect as if set forth in full
herein.  The Certificate of Incorporation as set forth in said
Schedule 1, as filed in Delaware, and separate and apart from
this Agreement and Plan of Merger may be certified separately as
the Certificate of Incorporation of the Surviving Corporation.

                           ARTICLE III

Upon the merger combining effective:

1.  The Constituent Corporations shall be a single corporation,
which shall be the Delaware Corporation as the Surviving
Corporation, and the separate existence of the Illinois
Corporation shall cease except to the extent provided by the laws
of the State of Illinois in the case of a corporation after its
merger into another corporation.

2.  The Surviving Corporation shall possess all the rights,
privileges, powers, immunities and franchises, as well of a
public as of a private nature, of each of the Constituent
Corporations; and all property, real, personal and mixed, and all
debts due on whatever account, including subscriptions to shares,
and all other choses in action, and all and every other interest
of, or belonging to, or due to each of the Constituent
Corporations, shall be taken and deemed to be vested in the
Surviving Corporation without further act or deed; and the title
to all real estate, or any interest therein, vested in either of
the Constituent Corporations shall not revert or be in any way
impaired by reason of the merger.

3.  The Surviving Corporation shall be responsible and liable for
all of the debts, duties, liabilities and obligations of each of
the Constituent Corporations of every kind and character
whatsoever; and any claim existing or action or proceeding
pending by or against either of the Constituent Corporations may
be prosecuted to judgment as if the merger had not taken place,
or the Surviving Corporation may be substituted in its place, and
neither the rights of creditors nor any liens upon the property
of either of the Constituent Corporations shall be impaired by
the merger.

4.  The by-laws of the Delaware Corporation as existing and
constituted immediately prior to the date merger shall become
effective shall be and constitute the by-laws of the Surviving
Corporation, until altered, amended or replaced.

5.  The directors and officers of the Illinois Corporation
immediately prior to the date the merger shall become effective
shall be and constitute the directors and officers of the
Surviving Corporation.

6.  The 100 shares of Common Stock of the Delaware Corporation
owned and held by the Illinois Corporation immediately prior to
the merger becoming effective shall be canceled and no shares of
the Delaware Corporation shall be issued in respect thereof, and
the capital account of the Surviving Corporation shall be deemed
to be reduced by the amount of $1,000, the amount represented by
said 100 shares.

7.  Each of the issued and outstanding Common Shares $1 par
value, of the Illinois Corporation shall be and become converted
automatically by virtue of the merger, and without further action
of either Constituent Corporation or their stockholders, into one
and one-half fully paid and nonassessable shares of Common Stock,
$1 par value, of the Surviving Corporation.  No fractional shares
shall be issued.

8.  Each owner of an outstanding certificate or certificates
representing Common Shares of the Illinois Corporation shall be
entitled upon surrendering such certificate or certificates to
the Surviving Corporation to receive in exchange therefor a
certificate or certificates representing the number of shares of
Common Stock equal to one and one-half time the number of Common
Shares represented by the surrendered certificate or
certificates.  Until so surrendered the outstanding shares of the
stock of the Illinois Corporation to be converted into the stock
of the Surviving Corporation as provided herein, may be treated
by the Surviving  Corporation for all corporate purposes as
evidencing the ownership of shares of the Surviving Corporation
as though said surrender and exchange had taken place.

                           ARTICLE IV

If at any time the Surviving Corporation shall determine that any
further assignment or assurance in law is necessary or desirable
to vest in the Surviving Corporation the title to any property or
rights of the Illinois Corporation, the Illinois Corporation
shall execute and make all such proper assignments and assurances
in law and do all things necessary or proper to vest such
property or rights in the Surviving Corporation, and otherwise to
carry out the purposes of this Agreement and Plan of Merger.

                            ARTICLE V

The assets, liabilities, reserves and accounts of the Illinois
Corporation shall be taken up on the books of the Surviving
Corporation as at the effective date of this Agreement and Plan
of Merger in the respective amounts at which they shall at the
time be carried on the books of the Illinois Corporation, except
that the capital account of the Surviving Corporations shall
contain $190,000 more than the capital account of the Illinois
Corporation immediately prior to the date the merger shall become
effective by reason of the conversion of 380,000 common shares $1
par value of the Illinois Corporation into 570,000 shares of
common stock $1 par value of the Surviving Corporation, and the
surplus account of the Surviving Corporation shall contain
$190,000 less than the combined surplus accounts of the Illinois
Corporation immediately prior to the date the merger shall become
effective.

                           ARTICLE VI

All corporate actions, plans, policies, contracts, approvals and
authorizations of the Illinois Corporation, its shareholders,
Board of Directors, committees elected or appointed by the Board
of Directors, officers and agents, which were valid and effective
immediately prior to the date the merger becomes effective, shall
be taken for all purposes as the actions, plans, policies,
contracts, approvals and authorizations of the Surviving
Corporation and shall be as effective and binding thereon as the
same were with respect to the Illinois Corporation.  The
employees of the Illinois Corporation shall become the employees
of the Surviving Corporation and continue to be entitled to the
same rights and benefits which they enjoyed as employees of the
Illinois Corporation.

                           ARTICLE VII

This Agreement and Plan of Merger shall be submitted to the
shareholders and stockholders of each of the Constituent
Corporations, as provided by law, and shall take effect, and be
deemed and be taken to the be the Agreement and Plan of Merger of

said corporations upon the approval or adoption thereof by the
shareholders and stockholders of each of the Constituent
Corporations in accordance with the laws of the States of
Illinois and Delaware, and upon the execution, filing and
recording of such documents and the doing of such acts and things
as shall be required for accomplishing the merger under the laws
of the States of Illinois and Delaware.

Anything herein or elsewhere to the contrary notwithstanding,
this Agreement and Plan of Merger may be abandoned by the
Illinois Corporation by appropriate resolution of its Board of
Directors at any time prior to the effective date of the merger
if, in the sole judgment of the Board of Directors of the
Illinois Corporation, such abandonment is necessary or desirable.

IN WITNESS WHEREOF, the parties to this Agreement, pursuant to
the approval and authority duly given by resolutions adopted by
their respective boards of directors have caused these presents
to be executed by the President and attested by the Secretary of
each party hereto, and the corporate seal affixed.

OIL-DRI CORPORATION OF AMERICA

By /s/ Richard M. Jaffee
   President

ATTEST:
(Corporate Seal)

/s/ Albert L. Swerdlik
Secretary

DRI-OIL, INC.

By /s/ Richard M. Jaffee
   President

ATTEST:
(Corporate Seal)

/s/ Albert L. Swerdlik
Secretary

I, A.L. SWERDLIK, Secretary of DRI-OIL, INC., a corporation
organized and existing under the laws of the State of Delaware,
hereby certify, as such Secretary and under the seal of the said
corporation, that the Agreement and Plan of Merger to which this
certificate is attached, after having been first duly signed on
behalf of the said corporation and having been signed on behalf
of OIL-DRI CORPORATION OF AMERICA, a corporation of the State of
Illinois, was duly adopted pursuant to section 228 of Title 8 of
the Delaware Code of 1953, by the written consent of the sole
stockholder of the corporation, which Agreement and Plan of
Merger was thereby adopted as the act of the stockholder of said
DRI-OIL,INC., and the duly adopted agreement and act of the said
corporation.

WITNESS my hand and seal of said DRI-OIL, INC., on this 18th day
of December, 1969.

/s/ A.L. Swerdlik
Secretary

(CORPORATE SEAL)

THE ABOVE AGREEMENT AND PLAN OF MERGER, having been executed on
behalf of each corporate party thereto, and having been adopted
separately by each corporate party thereto, in accordance with
the provisions of the General Corporation Law of the State of
Delaware, and the Business Corporation Act of the State of
Illinois, the President of each corporate party thereto does now
hereby execute the said Agreement and Plan of Merger and the
Secretary of each corporate thereto does now hereby attest the
said Agreement and Plan of Merger under the corporate seals of
their respective corporations, by authority of the directors and
stockholders thereof, as the respective act, deed and agreement
of each of said corporations, on this 18th day of December, 1969.

OIL-DRI CORPORATION OF AMERICA

By /s/ Richard M. Jaffee
President

(CORPORATE SEAL)

ATTEST:

/s/ Albert L. Swerdlik
Secretary

DRI-OIL, INC.

By /s/ Richard M. Jaffee
President

(CORPORATE SEAL)

ATTEST:

/s/ Albert L. Swerdlik
Secretary

STATE OF ILLINOIS)
                 ) ss:
COUNTY OF COOK   )

BE IT REMEMBERED that on this 18th day of December, 1969,
personally came before me, a Notary Public in and for the County
and State aforesaid, RICHARD M. JAFFEE, president of DRI-OIL,
INC., a corporation of the State of Delaware, and he duly
executed said agreement and plan of merger before me and
acknowledged the said agreement and plan of merger to be his act
and deed and the act and deed of said corporation and the facts
stated therein are true; and that the seal affixed to said
agreement and plan of merger and attested by the Secretary of
said corporation is the common or corporate seal of said
corporation.

IN WITNESS WHEREOF, I have hereunto set my hand and seal of
office the day and year aforesaid.

Notary Public

(SEAL)

STATE OF ILLINOIS)
                 ) ss:
COUNTY OF COOK   )

BE IT REMEMBERED that on this 18th day of December, 1969,
personally came before me, a Notary Public in and for the County
and State aforesaid, RICHARD M. JAFFEE, President of OIL-DRI
CORPORATION OF AMERICA, a corporation of the State of Illinois,
and he duly executed said agreement and plan of merger before me
and acknowledged the said agreement and plan of merger to be his
act and deed and the act and deed of said corporation and the
facts stated therein are true; and that the seal affixed to said
agreement and plan of merger and attested by the Secretary of
said corporation is the common or corporate seal of said
corporation.

IN WITNESS WHEREOF, I have hereunto set my hand and seal of
office the day and year aforesaid.

Notary Public

(SEAL)

                                                       Schedule 1
                  CERTIFICATE OF INCORPORATION
                                
                               OF
                                
                 OIL-DRI CORPORATION OF AMERICA

FIRST.  The name of the corporation is OIL-DRI CORPORATION OF
AMERICA.

SECOND.  The address of its registered office in the State of
Delaware is No. 100 West Tenth Street, in the City of Wilmington,
County of New Castle.  The name of its registered agent at such
address is The Corporation Trust Company.

THIRD.  The nature of the business or purposes to be conducted or
prompted is:

To engage in any lawful act or activity for which corporations
may be organized under the General Corporation Law of Delaware.

FOURTH.  The total number of shares of stock which the
corporation shall have authority to issue is One Million Five
Hundred Thousand (1,500,000) and the par value of each of such
shares is One Dollar ($1), amounting in the aggregate to One
Million Five Hundred Thousand Dollars ($1,500,000).

FIFTH.  The name and mailing address of the sole incorporator is
as follows:

OIL-DRI CORPORATION OF AMERICA, an Illinois corporation, 520
North Michigan Avenue, Chicago, Illinois.

SIXTH.  The name and mailing address of each person who is to
serve as a director until the first annual meeting of the
stockholders or until a successor is elected and qualified, is as
follows:

NAME                          MAILING ADDRESS
RICHARD M. JAFFEE             520 North Michigan Avenue
                              Chicago, Illinois

ROBERT D. JAFFEE              520 North Michigan Avenue
                              Chicago, Illinois

WOODROW A. JAFFEE             520 North Michigan Avenue
                              Chicago, Illinois

SEVENTH.  The corporation is to have perpetual existence.

EIGHTH.  In furtherance and not in limitation of the powers
conferred by statute, the board of directors is expressly
authorized to make, alter or repeal the by-laws of the
corporation.

NINTH.  Whenever a compromise or arrangement is proposed between
this corporation and its creditors or any class of them and/or
between this corporation and its stockholders or any class of
them, any court of equitable jurisdiction within the State of
Delaware may, on the application in a summary way of this
corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this

corporation under the provisions of Section 291 of Title 8 of the
Delaware Code or on the application of trustees in dissolution or
of any receiver or receivers appointed for this corporation under
the provisions of Section 279 of Title 8 of the Delaware Code
order a meeting of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of this corporation, as
the case may be, to be summoned in such manner as the said court
directs.  If a majority in number representing three-fourths in
value of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of this corporation, as the
case may be, agree to any compromise or arrangement and to any
reorganization of this corporation as consequence of such
compromise or arrangement, the said compromise or arrangement and
the said reorganization shall, if sanctioned by the court to
which the said application has been made, be binding on all the
creditors or class of creditors, and/or on all the stockholders
or class of stockholders, of this corporation, as the case may
be, and also on this corporation.

TENTH.  Election of directors need not be by written ballot
unless the by-laws of the corporation shall so provide.

ELEVENTH.  The books of the corporation may be kept (subject to
any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time
to time by the board of directors or in the by-laws of the
corporation.

TWELFTH.  The corporation reserves the right to amend, alter,
change or repeal any provision contained in this certificate of
incorporation in the manner now or hereafter prescribed by
statute, and all rights conferred upon stockholders herein are
granted subject to this reservation.

THE UNDERSIGNED, being the sole incorporator, for the purpose of
forming a corporation pursuant to the General Corporation Law of
the State of Delaware, does make this certificate, hereby
declaring and certifying that this is its act and deed and the
facts herein stated are true, and accordingly has hereunto set
its hand and seal this 4th day of December, 1969

OIL-DRI CORPORATION OF AMERICA
CORPORATE SEAL                OIL-DRI CORPORATION OF AMERICA,
ILLINOIS                      an Illinois corporation
                              By /s/Richard M. Jaffee
                                   President
ATTEST:
/s/ Albert L. Swerdlik
Secretary

STATE OF ILLINOIS)
                 )SS.
COUNTY OF COOK   )

In the City of Chicago, County of Cook and State of Illinois, on
the 4th day of December, 1969, personally appeared before me
Richard M. Jaffee and A.L. Swerdlik, who stated that they are
respectively the President and Secretary of Oil-Dri Corporation
of America, an Illinois corporation, and executed the foregoing
Certificate of Incorporation on behalf of said Oil-Dri
Corporation of America, pursuant to duly  granted authority, and
they severally acknowledged that said Certificate was executed by
said Oil-Dri Corporation of America as its act and deed and that
the facts therein stated are truly set forth.

GIVEN under my hand and seal of office the day and year
aforesaid.

Notary Public

LEE JAFFEE
NOTARY PUBLIC
COOK COUNTY, ILL.

   [STATE OF DELAWARE OFFICE OF SECRETARY OF STATE LETTERHEAD]

I, MICHAEL RATCHFORD, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT
COPY OF THE CERTIFICATE OF AMENDMENT OF OIL-DRI CORPORATION OF
AMERICA FILED IN THIS OFFICE ON THE TWENTY-SEVENTH DAY OF
DECEMBER A.D. 1978, AT 10 OCLOCK A.M.

Secretary of State
AUTHENTICATION: *3569613
DATE: 08/25/1992

                    CERTIFICATE OF AMENDMENT
                                
                               OF
                                
                  CERTIFICATE OF INCORPORATION

OIL-DRI CORPORATION OF AMERICA, a corporation organized and
existing under and by virtue of the General Corporation Law of
the State of Delaware, DOES HEREBY CERTIFY:

FIRST:  That at a meeting of the Board of Directors of OIL-DRI
CORPORATION OF AMERICA held on October 12, 1978, resolutions were
duly adopted setting forth a proposed amendment to the
Certificate of Incorporation of said corporation, declaring said
amendment to be advisable and recommending that the proposed
amendment be put to a vote of the stockholders entitled to vote
thereon at the stockholders annual meeting.  The resolution
setting forth the proposed amendment is as follows:

RESOLVED, that the Certificate of Incorporation of this
corporation be amended by changing the Fourth Article thereof so
that, as amended said Article shall be and read as follows:

FOURTH.  The total number of shares of stock which the
corporation shall have authority to issue is Two Million Two
Hundred Twenty-Five Thousand (2,225,000) and the par value of
such shares is $.10 amounting in the aggregate to $222,500.

SECOND:  That thereafter, at the annual meeting of the
stockholders of said corporation held on December 19, 1978, which
was duly called and held upon notice in accordance with Section
222 of General Corporation Law of the State of Delaware, the
necessary number of shares as required by Statute were voted in
favor of the amendment.

THIRD:  That said amendment was duly adopted in accordance with
the provisions of Section 242 of the General Corporation Law of
the State of Delaware.

FOURTH:  That this Certificate of Amendment of the Certificate of
Amendment of the Certificate of Incorporation shall be effective
at the close of business on December 27, 1978.

FIFTH:  That a Certificate of Reduction of Capital pursuant to
Section 244 (c) of the General Corporation Law of the State of
Delaware is being filed with this Certificate of Amendment.

IN WITNESS WHEREOF, said OIL-DRI CORPORATION OF AMERICA has
caused this certificate to be signed by Richard M. Jaffee, its
President, and attested by Albert L. Swerdlik, its Secretary,
this 27th day of December, 1978.

OIL-DRI CORPORATION OF AMERICA

By /s/Richard M. Jaffee
President

ATTEST

By /s/Albert L. Swerdlik
Secretary

   [STATE OF DELAWARE OFFICE OF SECRETARY OF STATE LETTERHEAD]

I, MICHAEL RATCHFORD, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT
COPY OF THE CERTIFICATE OF REDUCTION OF CAPITAL OF OIL-DRI
CORPORATION OF AMERICA FILED IN THIS OFFICE ON THE TWENTY-
SEVENTH DAY OF DECEMBER A.D. 1978, AT 10 OCLOCK A.M.

Secretary of State
AUTHENTICATION: *3569614
DATE: 08/25/1992

                    CERTIFICATE OF REDUCTION
                                
                           OF CAPITAL

OIL-DRI CORPORATION OF AMERICA, a corporation organized and
existing under the General Corporation Law of the State of
Delaware,

DOES HEREBY CERTIFY:

FIRST:  That at a meeting of the Board of Directors of OIL-DRI
CORPORATION OF AMERICA held on October 12, 1978, resolutions were
duly adopted setting forth a proposed reduction of capital of
said corporation in the manner and to the extent hereinafter set
forth.

SECOND:  That pursuant to the provisions of Section 244 of the
General Corporation Law of the State of Delaware a reduction of
the capital of the corporation by the amount of 596,443.30
Dollars was authorized in the following manner:

A Certificate of Amendment of Certificate of Incorporation, of
Oil-Dri Corporation of America, effective the close of business
on December 27, 1978, is being filed along with this Certificate
of Reduction of Capital.  Said Certificate of Amendment of
Certificate of Incorporation provides for the reduction of the
par value of the corporations capital stock from $1.00 per share
to $0.10 per share.  In connection with and upon effectiveness of
said reduction in the par value of the capital stock of the
corporation, the corporation will transfer to surplus, at the
close of business on December 27, 1978, all of the capital
represented by the issued shares of the corporations capital
stock which is in excess of the aggregate new par value of such
shares.  The number of issued shares at the close of business on
December 27, 1978 is 1,052,547.

THIRD:  That the assets of the corporation remaining after such
reduction are sufficient to pay any debts, the payment of which
has not been otherwise provided for.

FOURTH:  That this Certificate of Reduction of Capital shall be
effective at the close of business on December 27, 1978.

IN WITNESS WHEREOF, said OIL-DRI CORPORATION OF AMERICA has
caused this certificate to be signed by Richard M. Jaffee its
President, and attested by Albert L. Swerdlik, its Secretary this
27th day of December, 1978.

OIL-DRI CORPORATION OF AMERICA

By /s/Richard M. Jaffee
President

By /s/ Albert L. Swerdlik
Secretary

   [STATE OF DELAWARE OFFICE OF SECRETARY OF STATE LETTERHEAD]

I, MICHAEL RATCHFORD, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT
COPY OF THE CERTIFICATE OF CORRECTION OF OIL-DRI CORPORATION OF
AMERICA FILED IN THIS OFFICE ON THE SIXTH DAY OF FEBRUARY A.D.
1979, AT 10 OCLOCK A.M.

Secretary of State
AUTHENTICATION: *3569616
DATE: 08/25/1992

CERTIFICATE OF CORRECTION FILED TO CORRECT CERTAIN ERRORS IN THE
CERTIFICATE OF REDUCTION OF CAPITAL OF OIL-DRI CORPORATION OF
AMERICA FILED IN THE OFFICE OF THE SECRETARY OF STATE OF DELAWARE
ON DECEMBER 27, 1978, AND RECORDED IN THE OFFICE OF THE RECORDER
OF DEEDS FOR NEW CASTLE COUNTY, DELAWARE, ON DECEMBER 27, 1978.

OIL-DRI CORPORATION OF AMERICA, a corporation organized and
existing under and by virtue of the General Corporation Laws of
the State of Delaware,

DOES HEREBY CERTIFY:

1.  The name of the corporation is OIL-DRI CORPORATION OF
AMERICA.

2.  That a Certificate of Reduction of Capital was filed by the
Secretary of State of Delaware on December 27, 1978, and recorded
in the office of the Recorder of Deeds of New Castle County on
December 27, 1978, and that said certificate requires correction
as permitted by subsection (F) of section 103 of The General
Corporation Law of the State of Delaware.

3.  The errors to be corrected in said Certificate of Reduction
of Capital are as follows: (1) Under Section Second of the
Certificate of Reduction of Capital it was stated that the
reduction of capital was to be in the amount of $596,443.30.  The
actual reduction of capital was $596,446.20; (2) The last
sentence of Section Second should be deleted; (3) The following
paragraph should be added to Section Second:

The corporation shall redeem all of the $.10 par value common
fractional shares issued as of December 27, 1978, said fractional
shares totaling in the aggregate to twenty-nine (29) whole shares
of the corporations $.10 par value common stock.  The number of
issued shares at the close of business on December 27, 1978 is
1,052,518.

4.  Section of the certificate is corrected to read as follows:

SECOND:  That pursuant to the provisions of Section 244 of The
General Corporation Law of the State of Delaware a reduction of
the capital of the corporation by the amount of Five Hundred
Ninety-Six thousant Four Hundred Forty-Six and 20/100 Dollars
($596,446.20) from $701,698.00 to $105,251.80 was authorized in
the following manner:

A Certificate of Amendment of Certificate of Incorporation, of
Oil-Dri Corporation of America, effective the close of business
on December 27, 1978, is being filed along with this Certificate
of Reduction of Capital.  Said Certificate of Amendment of
Certificate of Incorporation provides for the reduction of the
par value of the corporations capital stock from $1.00 per share
to $0.10 per share.  In connection with and upon effectiveness of
said reduction in the par value of the capital stock of the
corporation, the corporation will transfer to surplus, at the
close of business on December 27, 1978, all of the capital
represented by the issued shares of the corporations capital
stock which is in excess of the aggregate new par value of such
shares.

The corporation will redeem, at the close of business on December
27, 1978, all of the $.10 par value common fractional shares
issued as of December 27, 1978, said fractional shares totaling
in the aggregate to twenty-nine (29) whole shares of the
corporations $.10 par value common stock.  The number of issued
shares at the close of business on December 27, 1978, treating
all of the  aforesaid fractional shares as having been redeemed,
is 1,052,518.

IN WITNESS WHEREOF, said Oil-Dri Corporation of America has
caused this certificate to be signed by Richard M. Jaffee, its
President, and attested by Albert L. Swerdlik, its Secretary,
this 29th day of January, 1979.

OIL-DRI CORPORATION OF AMERICA

By /s/Richard M. Jaffee
President

ATTEST:

By /s/Albert L. Swerdlik
Secretary

   [STATE OF DELAWARE OFFICE OF SECRETARY OF STATE LETTERHEAD]

I, MICHAEL RATCHFORD, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT
COPY OF THE CERTIFICATE OF AMENDMENT OF OIL-DRI CORPORATION OF
AMERICA FILED IN THIS OFFICE ON THE EIGHTEENTH DAY OF DECEMBER
A.D. 1981, AT 9 OCLOCK A.M.

Secretary of State
AUTHENTICATION: *3569617
DATE: 08/25/1992

                    CERTIFICATE OF AMENDMENT
                                
                               OF
                                
                  CERTIFICATE OF INCORPORATION
                                
                               OF
                                
                 OIL-DRI CORPORATION OF AMERICA
                                
 Adopted in accordance with the provisions of Section 242 of the
        General Corporation Law of the State of Delaware

We, Richard M. Jaffee, President and A.L. Swerdlik, Secretary of
Oil-Dri Corporation of America, a corporation existing under the
laws of the State of Delaware, do hereby certify as follows:

FIRST:  That the Certificate of Incorporation of said corporation
has been amended as follows:

By striking out the whole of Article Fourth thereof as it now
exists and inserting in lieu thereof a new Article Fourth,
reading as follows:  The total number of shares of stock which
the corporation shall have authority to issue is Five Million
(5,000,000) and the par value of such shares is $.10 amounting in
the aggregate to $500,000.00.

SECOND:  That such amendment has been duly adopted in accordance
with the provisions of the General Corporation Law of the State
of Delaware by the affirmative vote of the holders of a majority
of the stock entitled to vote as a meeting of stockholders.

IN WITNESS WHEREOF, we have signed this certificate this 17th day
of December, 1981.

/s/Richard M. Jaffee
Richard M. Jaffee, President

ATTEST:

/s/A.L. Swerdlik
A.L. Swerdlik, Secretary

   [STATE OF DELAWARE OFFICE OF SECRETARY OF STATE LETTERHEAD]

I, MICHAEL RATCHFORD, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT
COPY OF THE CERTIFICATE OF CHANGE OF ADDRESS OF REGISTERED AGENT
AS IT APPLIES TO OIL-DRI CORPORATION OF AMERICA AS RECEIVED AND
FILED IN THIS OFFICE ON THE TWENTY-SEVENTH DAY OF JULY, A.D.
1984, AT 4:30 OCLOCK P.M.

Secretary of State
AUTHENTICATION: *3569622
DATE: 08/25/1992

                CERTIFICATE OF CHANGE OF ADDRESS
                                
            REGISTERED OFFICE AND OF REGISTERED AGENT
                                
     PURSUANT TO SECTION 134 OF TITLE 8 OF THE DELAWARE CODE

TO: DEPARTMENT OF STATE
    Division of Corporations
    Townsend Building
    Federal Street
    Dover, Delaware  19903

Pursuant to the provisions of Section 134 of Title 8 of the
Delaware Code, the undersigned Agent for service of process, in
order change the address of the registered office of the
corporations for which it is registered agent, hereby certifies
that:

1. The name of the agent is:  The Corporation Trust Company

2. The address of the old registered office was:

   100 West Tenth Street
   Wilmington, Delaware  19801

3. The address to which the registered office is to be change is:

   Corporation Trust Center
   1209 Orange Street
   Wilmington, Delaware  19801

4. The names of the corporations represented by said agent are
set forth on the list annexed to this certificate and made a part 
hereof by reference.

IN WITNESS WHEREOF, said agent has caused this certificate to be
signed on its behalf by its Vice-President and Assistant
Secretary this 25th day of July, 1984.

THE CORPORATION TRUST COMPANY
(Name of Registered Agent)

By:

(Vice President)

ATTEST:

(Assistant Secretary)

          STATE OF DELAWARE - DIVISION OF CORPORATIONS
                  CHANGE OF ADDRESS FILING FOR
              CORPORATION TRUST AS OF JULY 27, 1984
                            DOMESTIC

0735724 LITTON RESOURCES SYSTEMS,INC.   12/05/1969 D DE
0735725 WOODLANE PROPERTIES, INC.       12/05/1969 D DE
0735728 WM. RIGHTER ASSOCIATES,INC.     12/05/1969 D DE
0735810 NATIONAL CAPITAL CORPORATION    12/05/1969 D DE
0735816 G & G MUSIC, INC.               12/08/1969 D DE
0735902 FORMICA CORPORATION             12/08/1969 D DE
0735905 ASSOCIATES MANAGEMENT 
          CORPORATION                   12/08/1969 D DE
0735906 TWIN CITY DODGE, INC.           12/08/1969 D DE
0735915 OIL-DRI CORPORATION OF AMERICA  12/08/1969 D DE
0735923 COLUMBIA GAS DEVELOPMENT
          CORPORATION                   12/08/1969 D DE
0735924 MID-HUDSON LAND CORPORATION     12/08/1969 D DE
0735929 VINDAV CORPORATION              12/08/1969 D DE
0736016 LASER ALIGNMENT, INC.           12/09/1969 D DE
0736022 GULF ITALIA PRODUCTION 
          COMPANY S.P.A.                12/09/1969 D DE
0736103 KDI PARAGON INC.                12/09/1969 D DE
0736107 ROSPATCH CORPORATION            12/09/1969 D DE
0736218 PINE POINT CAMPS, INC.          12/10/1969 D DE
0736220 BANQUET FOODS CORPORATION       12/10/1969 D DE
0736224 TRANSAMERICA SYSTEMS
          CORPORATION                   12/10/1969 D DE
0736225 HOSPITAL FINANCIAL
          CORPORATION                   12/10/1969 D DE
0736226 DOUGLAS M. LAWSON
          ASSOCIATES, INC.              12/10/1969 D DE
0736229 AEROTHRUST CORPORATION          12/10/1969 D DE
0736230 CLUB CORPORATION OF AMERICA     12/10/1969 D DE
0736305 CAPROCK INDUSTRIES, INC.        12/10/1969 D DE
0736306 POLYMERIC SYSTEMS, INC.         12/10/1969 D DE
0736404 DAN BUCKEY FORD, INC.           12/11/1969 D DE
0736409 MCCORMICK EXPLORATION
          CORPORATION                   12/11/1969 D DE
0736414 TOPS ON-LINE SERVICES, INC.     12/11/1969 D DE
0736416 LINGO INTERNATIONAL, INC.       12/11/1969 D DE
0736420 LEWIS INTERNATIONAL, INC.       12/11/1969 D DE
0736427 PERFORMANCE DYNAMICS INC.       12/11/1969 D DE
0736428 NORIS SHAKESPEARE LIMITED       12/11/1969 D DE
0736529 TEXTRON ATLANTIC INC.           12/12/1969 D DE
0736530 CAMP FIRE GIRLS
          FOUNDATION, INC.              12/12/1969 D DE
0736603 OVERSEAS REALTY CORPORATION     12/12/1969 D DE
0736615 SIXTEEN B CORPORATION           12/12/1969 D DE
0736617 CARROLL MCENTEE &
          MCGINLEY INCORPORATED         12/12/1969 D DE
0736619 SMITHKLINE OFFSHORE, INC.       12/12/1969 D DE
0736713 MILLCREEK LEASING
          CORPORATION                   12/15/1969 D DE
0736722 METACOR, INC.                   12/15/1969 D DE
0736728 ELEGANTE SLEEPWEAR, INC.        12/15/1969 D DE
0736804 TRANS-ASIA MARINE
          SERVICES, INC.                12/15/1969 D DE
0736808 VISVIVA, INC.                   12/15/1969 D DE
0736823 GREENVILLE R-J, INC.            12/15/1969 D DE
0736902 RIKER LABORATORIES, INC.        12/15/1969 D DE
0736903 FRAWLEY CORPORATION             12/15/1969 D DE
0736918 SANITAS PEST CONTROL
          CORPORATION                   12/16/1969 D DE

   [STATE OF DELAWARE OFFICE OF SECRETARY OF STATE LETTERHEAD]

I, MICHAEL RATCHFORD, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT
COPY OF THE CERTIFICATE OF AMENDMENT OF OIL-DRI CORPORATION OF
AMERICA FILED IN THIS OFFICE ON THE TWENTY-SEVENTH DAY OF APRIL
A.D. 1985, AT 11:30 OCLOCK A.M.

Secretary of State
AUTHENTICATION: *3569623
DATE: 08/25/1992

                    CERTIFICATE OF AMENDMENT
                                
                               OF
                                
                  CERTIFICATE OF INCORPORATION
                                
                               OF
                                
                 OIL-DRI CORPORATION OF AMERICA
                                
 Adopted in accordance with the provisions of Section 242 of the
        General Corporation Law of the State of Delaware

We, Richard M. Jaffee, President and Albert L. Swerdlik,
Secretary of Oil-Dri Corporation of America, a corporation
existing under the laws of the State of Delaware, do hereby
certify as follows:

FIRST:  That the Certificate of Incorporation of said corporation
has amended as follows:

By striking out the whole of Article FOURTH thereof which
currently provides:

The total number of shares of stock which the Corporation shall
have authority to issue is Five Million (5,000,000) and the par
value of such shares is $.10 amounting in the aggregate to
$500,000.00 and inserting in lieu and instead thereof a new Article
 FOURTH, reading as follows:

                         ARTICLE FOURTH

A.  Authorized Capital Stock.

The total number of shares of all classes of capital stock which
the Corporation shall have authority to issue is twenty two
million (22,000,000) shares, consisting of fifteen million
(15,000,000) shares of Common Stock, par value $.10 per share
(the Common Stock) and seven million (7,000,000) shares of
Class B Stock, par value $.10 per share (the Class B Stock).

B.  Powers and Rights of the Common Stock and the Class B Stock.

1.  Voting Rights and Powers.  With respect to all matters upon
which stockholders are entitled to vote or to which stockholders
are entitled to give consent (including election of directors,
mergers, asset sales, dissolution, and certificate and by-law
amendments), the holders of the outstanding shares of the Common
Stock and the holders of any outstanding shares of the Class B
stock shall vote together without regard to class, and every
holder of the outstanding shares of the Common Stock shall be
entitled to cast thereon one (1) vote in person or by proxy for
each share of Common Stock standing in his name, and every holder
of any outstanding shares of the Class B Stock shall be entitled
to cast thereon ten (10) votes in person or by proxy for each
share of the Class B Common Stock standing in his name.  With
respect to any proposed amendment to this Certificate of
Incorporation which would increase or decrease the number of
authorized shares of either the Common Stock or the Class B
Stock, increase or decrease and par value of the shares of the
Common Stock or the Class B Stock, or alter or change the powers,
preferences, relative voting power or special rights of the
shares of the Common Stock or the Class B Stock so as to affect
them adversely, the approval of a majority of the votes entitled
to be cast by the holders of the class affected by the proposed
amendment, voting separately as a class, shall be obtained in
addition to the approval of a majority of the votes entitled to
be cast by the holders of the Common Stock and the Class B Stock
voting together without regard to class as hereinbefore provided.

2.  Dividend and Distributions.

a.  Cash Dividends.  At any time shares of the Class B Stock are
outstanding, as and when cash dividends may be declared by the
Board of Directors, the cash dividend payable on shares of the
Common Stock shall in all cases be equal to at least 133-1/3%
higher on a per share basis of the cash dividend payable on
shares of the Class B Stock.  For purposes of calculating the
cash dividend to be paid on shares of the Common Stock and the
Class B Stock, the amount of the cash dividend declared and
payable on shares of the Common Stock determined in accordance
with this provision, may be rounded up to the next highest half
cent.

b.  Other Dividends and Distributions.  Each share of the Common
Stock and each share of the Class B Stock shall be equal in
respect of rights to dividends (other than cash) and
distributions, when and as declared, in the form of stock or
other property of the Corporation, except that in the case of
dividends or other distributions payable in stock of the
Corporation, including distributions pursuant to stock split-ups,
divisions or combinations, which occur after the date shares of
the Class B Stock are first issued by the Corporation, only
shares of the Common Stock shall be distributed with respect to
the Common Stock and only shares of the Class B Stock shall be
distributed with respect to the Class B Stock.

3.  Other Rights.

Except as otherwise required by the Delaware General Corporation
Law or as otherwise provided in this Certificate of
Incorporation, each share of the Common Stock and each share of
the Class B Stock shall have identical powers, preferences and
rights, including rights in liquidation.

4.  Issuance of the Class B Stock.

a.  Initial Issuance.  On or before 5:00 p.m. Central Time
(close of business) on May 13, 1985, or such later date and
time as the Board of Directors may, prior to May 13, 1985,
determine, each outstanding share of Common Stock shall be
convertible, by the holder of record thereof on March 6, 1985, on
a share-for-share basis, for shares of Class B Stock, on and
subject to the terms and conditions of this paragraph 4.  Any
such conversion shall be deemed to be effective as of the date of
receipt by the Corporation or its transfer agent of the following
documents: (i) a proper written notice of conversion by the
holder of shares of Common Stock, addressed to the principal
office of the Corporation or to the office of its transfer agent,
designating the number of shares of Common Stock to be converted
into shares of Class B Stock, and (ii) the stock certificate or
certificates representing the number of shares of Common Stock to
be so converted into shares of Class B Stock, duly endorsed for
transfer or accompanied by appropriate stock powers, with
signatures guaranteed by a national banking association or a
member firm of the New York Stock Exchange.  The issuance of a
certificate or certificates for shares of the Class B Stock shall
be made without charge for any stamp or other similar tax in
respect of such issuance.  However, if any such certificate or
certificates is or are to be issued in a name other than that of
the holder of the share or shares of Common Stock converted, the
person or persons requesting the issuance thereof shall pay to
the transfer agent or to the Corporation the amount of any tax
which may be payable in respect to any such transfer.
Notwithstanding the foregoing, such certificate or certificates
may only be issued in the name of the holder of record on March
6, 1985 of the converted shares of Common Stock, or his Permitted
Transferee, as such term is defined in subparagraph c of
paragraph 6 of this Section B.  Subject to the foregoing, as
promptly as practicable after the surrender for conversion of a
certificate or certificates representing shares of the Common
Stock and payment of any tax as hereinbefore provided, the
Corporation will deliver or cause to be delivered at the office
of the transfer agent to, or upon the written order of, the
holder of such certificate or certificates, a certificate or

certificates representing the number of shares of Class B Stock
issuable upon such conversion, issued in such name or names as
such holder may direct.  Such conversion shall be deemed to have
been made immediately prior to the close of business on the date
of the surrender of the certificate or certificates representing
shares of the Common Stock (if on such date the transfer books of
the Corporation shall be closed, then immediately prior to the
close of business on the first date thereafter that said books
shall be open), and all rights of such holder arising from
ownership of the shares of Common Stock shall cease at that time,
and the person or persons in whose name or names the certificate
or certificates representing shares of the Class B Stock are to
be issued shall be treated for all purposes as having become the
record holder or holders of such shares of the Class B Stock at
such time and shall have an may exercise all the rights and
powers appertaining thereto.  No adjustments in respect of past
cash dividends shall be made upon the conversion of any share of
the Common Stock; provided, however, that if any shares of the
Common Stock shall be converted subsequent to the record date for
the payment of a cash or stock dividend or other distribution on
shares of the Common Stock, but prior to such payment, the
registered holder of such shares of Common Stock at the close of
business on such record data shall nonetheless be entitled to
receive that cash or stock dividend or other distribution.  The
Corporation shall reserve and keep available, solely for the
purpose of issue upon conversion of outstanding shares of the
Common Stock, such number of shares of the Class B Stock as may
be issuable upon the conversion of all such outstanding shares of
the Common Stock.  All shares of the Class B Stock which may be
issued upon conversion of snares of the Common Stock will, upon
issuance, be fully paid and nonassessable.

b.  Subsequent Issuance.  After expiration of the period for
initial issuance as provided in subparagraph a of this paragraph
4, the Corporation may only issue shares of the Class B Stock in
the form of a distribution or distributions pursuant to one or
more stock dividends on or stock split-ups of the shares of the
Class B Stock, or pursuant to any other distribution which is
intended to be pro-rata to the Corporations stockholders, and
only to the then holders of the outstanding shares of the Class B
Stock in conjunction with and in the same ratio as a stock
dividend on or a stock split-up or other distribution of the
shares of the Common Stock (any such issuance being a Subsequent
Issuance).

5.  Conversion of Class B Stock.

Each share of Class B Stock may at any time be converted at the
election of the holder thereof into one fully paid and
nonassessable share of the Common Stock.  Any holder of shares of
the Class B Stock may elect to convert any or all of such shares
at one time or at various times in such holders discretion.  Any
such conversion shall be deemed to be effective as of the close
of business on the date of receipt by the Corporation or its
transfer agent of the following documents: (i) a proper written
notice of conversion by the holder of shares of Class B Stock,
addressed to the principal office of the Corporation or to the
office of its transfer agent, designating the number of shares of
Class B Stock to be converted into shares of Common Stock, and
(ii) the stock certificate or certificates representing the
number of shares of Class B Stock to be so converted into shares
of Common Stock, duly endorsed for transfer or accompanied by
appropriate stock powers, with signatures guaranteed by a
national banking association or a member firm of the New York
Stock Exchange.  The issuance of a certificate or certificates
for shares of the Common Stock upon conversion of shares of the
Class B Stock shall be made without charge for any stamp or other
similar tax in respect of such issuance. However, if any such
certificate or certificates is or are to be issued in a name
other than that of the holder of the share or shares of the Class
B Stock converted, the person or persons requesting the issuance
thereof shall pay to the transfer agent or to the Corporation the
amount of any tax which may be payable in respect of any such
transfer, or shall establish to the satisfaction of the transfer
agent or of the Corporation that such tax has been paid.  As
promptly as practicable after the surrender for conversion of a

certificate or certificates representing shares of Class B Stock
and the payment of any tax as hereinbefore provided, the
Corporation will deliver or cause to be delivered at the office
of the transfer agent to, or upon the written order of, the
holder of such certificate or certificates, a certificate or
certificates representing the number of shares to the Common
Stock issuable upon such conversion, issued in such name or names
as such holder may direct.  Such conversion shall be deemed to
have been made immediately prior to the close of business on the
date of the surrender of the certificate or certificates
representing shares of the Class B Stock (if on such date the
transfer books of the Corporation shall be closed, then
immediately prior to the close of business on the first date
thereafter that said books shall be open), and all rights of such
holder arising from ownership of shares of the Class B Stock
shall cease at such time, and the person or persons in whose name
or names the certificate or certificates representing shares of
the Common Stock are to be issued shall be treated for all
purposes as having become the record holder or holders of such
shares of the Common Stock at such time and shall have an may
exercise all the rights and powers appertaining thereto.  No
adjustments in respect of past cash dividends shall be made upon
the conversion of any share of the Class B Stock; provided,
however, that if any shares of the Class B Stock shall be
converted subsequent to the record date for the payment of a cash
or stock dividend or other distribution on shares of the Class B
Stock but prior to such payment, the registered holder of such
shares of Class B Stock at the close of business on such record
date shall nonetheless be entitled to receive that cash or stock
dividend or other distribution.  The Corporation shall at all
times reserve and keep available, solely for the purpose of issue
upon conversion of outstanding shares of the Class B Stock, such
number of shares of the Common Stock as may be issuable upon the
conversion of all such outstanding shares of the Class B Stock,
provided the Corporation may deliver shares of the Common Stock
which have previously been converted into shares of the Class B
Stock or which are held in the treasury of the Corporation for
shares of the Class B Stock to be converted.  If any shares of
the Common Stock require registration with or approval of any
governmental authority under any federal or state law before such
shares of the Common Stock may be issued upon conversion, the
Corporation will cause such shares to be duly registered or
approved, as the case may be.  The Corporation will endeavor to
list shares of the Common Stock required to be delivered upon
conversion prior to such delivery upon any national securities
exchange or national market system on which the outstanding
shares of the Common Stock may be listed at the time of such
delivery.  All shares of the Common Stock which may be issued
upon conversion of shares of the Class B Stock, will, upon
issuance, be fully paid and nonassessable.

6.  Restrictions on Sale and Transfer of Class B Stock.

a.  Shares of Class B Stock shall be registered in the name(s) of
the beneficial owner(s) thereof and not in street or nominee
name; provided however, (i) certificates representing shares of
Class B Stock issued in conversion of the Corporations then
outstanding Common Stock will be registered in the same name and
manner as the certificates representing the shares of Common
Stock so converted into shares of Class B Stock and (ii)
certificates representing shares of Class B Stock issued pursuant
to one or more Subsequent Issuances of the Class B Stock may be
registered in the same name and manner as the certificates
representing the shares of Class B Stock with respect to which
the Subsequent Issuance was made.  Certificates representing
Class B Stock shall bear a legend stating that they are subject
to the restrictions of this Article Fourth.

b.  Shares of Class B Stock shall not be sold, assigned, given,
bequeathed, transferred, pledged or  otherwise disposed of except
as provided in subparagraphs c and d of this paragraph 6.

c.  A holder of shares of Class B Stock may sell, assign, give,
bequeath or otherwise transfer all or part of said shares to any
one or more of the following:  (i) to any beneficial owner
thereof; (ii) to any beneficial owners spouse; (iii) to any
parent or to any lineal descedant (including any adopted child)
of any parent of any beneficial owner or of any beneficial
owners spouse; and (iv) to any trustee, guardian or custodian
for, or any executor, administrator or other legal representative
of the estate of, any of the foregoing (collectively Permitted
Transferees).

d.  Shares of Class B Common Stock may be pledged by the
beneficial owner thereof, provided such shares shall not be
transferred to or registered in the name of the pledgee and shall
remain subject to the restrictions of this paragraph 6.  In the
event of foreclosure or other similar action by the pledgee, such
pledged shares of Class B Stock may, at the option of the
pledgee, be sold, transferred or otherwise disposed of on behalf
of the beneficial owner only to those persons specified in
subparagraph c of this paragraph 6, or be converted into shares
of Common Stock in accordance with the provisions of paragraph 5
of this Section B.

e.  In the event a holder of shares of Class B Stock sells,
assigns, transfers, pledges or otherwise disposes of such shares
contrary to the provisions of this paragraph 6, then such sale,
assignment, transfer, pledge or other disposition shall be deemed
(i) an election by the holder thereof to first convert such
shares of Class B Stock into shares of Common Stock on a share-
for-share basis, and (iii)  a sale, assignment, transfer, pledge
or other disposition of such shares of Common Stock.  Such
conversions shall be deemed effective as of the time of such
sale, assignment, transfer, pledge or other disposition, and upon
presentation to the Corporations transfer agent of the
certificate or certificates representing such shares of Class B
Stock, duly endorsed for transfer or accompanied by appropriate
stock powers, with signatures guaranteed by a national banking
association or a member firm of the New York Stock Exchange, a
certificate or certificates representing and equal number of
shares of Common Stock shall be issued in the name of the
transferee of pledgee.

7.  Duration of Class Rights and Powers.

At any time when the shares of Class B Stock owned by Richard and
Robert D. Jaffee and their Permitted Transferees, whether owned
directly or beneficially (including the shares owned by the
Northern Trust Company as Trustee under an Agreement between Noah
Jaffee (a/k/a/Nick Jaffee) and The Northern Trust Company, as
Trustee, dated April 26, 1962 and designated Trust No. 27962, but
excluding any shares owned beneficially where (i) such beneficial
ownership results solely from possession of the power to vote or
direct the disposition of such shares and where (ii) there is no
economic interest, including a contingent or future interest, in
such shares) cease to account for at least  twenty percent (20%)
of the total of both shares of the Common Stock and shares of the
Class B Stock which are then outstanding, treated as one class
for the purpose of such computation, any shares of the Class B
Stock which are then outstanding shall, without any action by the
Board of Directors or the holder or holders thereof,
automatically convert into and become for all purposes shares of
the Common Stock, and the provisions of this Certificate of
Incorporation which provide for different voting or cash dividend
rights for the Common Stock and the Class B Stock shall thence
forth not be of any effect.  All shares of either or both the
Common Stock or the Class B Stock which are then outstanding
shall have equal and general voting power in the election of
directors and in all other matters upon which stockholders of the
Corporation are entitled to vote or give consent, even if at such
time there shall have been fixed by the Board of Directors a
record date for voting at any meeting of stockholders.  The Board
of Directors is hereby authorized to take such actions,
consistent with the Delaware General Corporation Law, as it deems
appropriate or advisable with respect to the replacement of
certificates then outstanding evidencing ownership of the Class B
Stock, or otherwise, in order to carry into effect the foregoing
provisions.

8.  Issuance of the Common Stock.

The Board of Directors of the Corporation may from time to time
authorize by resolution the issuance of any or all shares of the
Common Stock herein authorized in accordance with the terms and
conditions set forth in this Certificate of incorporation for
such purposes, in such amounts, to such persons, corporations, or
entities, and for such consideration ____ as the Board of
Directors in its discretion may determine and without any vote or
other action by the stockholders, except as otherwise required by
law.  At any time shares of the Class B Stock are outstanding,
the Board of Directors may issue shares of the Common Stock, or
pursuant to any other distribution which is intended to be pro-
rata to the corporations stockholders, only to the then holders
of the outstanding shares of the Common Stock and in conjunction
with and in the same ratio as a stock dividend on or stock split-
up ___ other distribution of the shares of the Class B Stock.

9.  Purchase of Common Stock and Class B Stock by the
Corporation.

Subject to any applicable provisions of this Article FOURTH, the
Corporation may at any time or from time to time purchase or
otherwise acquire shares of its Common Stock or Class B Stock in
any manner now or hereafter permitted by law, publicly or
privately, or pursuant to any agreement.

10.  Rights on Liquidation.

In the event the Corporation shall be liquidated, dissolved or
wound up, whether voluntarily or involuntarily, the holders of
the Class B Stock shall be entitled to share ratably with the
holders of the Common Stock of the Corporation as a single class
in the remaining net assets of the Corporation, that is, an equal
amount of net assets for each share of Common Stock and Class B
Common Stock.  A merger or consolidation of the Corporation with
or into any other corporation or a sale or conveyance of all or
any part of the assets of the Corporation (which shall not in
fact result in the liquidation of the Corporation and the
distribution of assets to stockholders) shall not be deemed to be
a voluntary or involuntary liquidation or dissolution or winding
up of the Corporation within the meaning of this paragraph 10.

SECOND:  That such amendment has been duly adopted in accordance
with the provisions of the General Corporation Law of the State
of Delaware by the affirmative vote of the holders of a majority
of the stock entitled to vote at a meeting of stockholders.
IN WITNESS WHEREOF, we have signed this certificate this 3rd day
of April, 1985.

/s/Richard M. Jaffee
President
ATTEST:

/s/Albert L. Swerdlik
Secretary

   [STATE OF DELAWARE OFFICE OF SECRETARY OF STATE LETTERHEAD]

I, MICHAEL RATCHFORD, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT
COPY OF THE CERTIFICATE OF AMENDMENT OF OIL-DRI CORPORATION OF
AMERICA FILED IN THIS OFFICE ON THE TWENTY-SEVENTH DAY OF
DECEMBER A.D. 1986, AT 9 OCLOCK A.M.

                    CERTIFICATE OF AMENDMENT
                                
                               OF
                                
                  CERTIFICATE OF INCORPORATION
                                
                               OF
                                
                 OIL-DRI CORPORATION OF AMERICA
                                
 Adopted in accordance with the provisions of Section 242 of the
        General Corporation Law of the State of Delaware

We, Richard M. Jaffee, President and Sharon Soble, Assistant
Secretary, of Oil-Dri Corporation of America, a corporation
existing under the laws of the State of Delaware, do hereby
certify as follows:

FIRST:  That the Certificate of Incorporation of said corporation
has been amended by the addition of an Article Thirteenth reading
as follows:

ARTICLE THIRTEENTH

Limitation of Liability.  No director of the Corporation shall be
liable to the Corporation or its stockholders for monetary
damages for breach fiduciary duty as a director, except for
liability (i) for any breach of the directors duty of loyalty to
the Corporation or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the Delaware
General Corporation Law, or (iv) for any transaction from which
the director derived an improper personal benefit.

SECOND:  That such amendment has been duly adopted in accordance
with the provisions of the General Corporation Law of the State
of Delaware by the affirmative vote of the holders of a majority
of the stock entitled to vote at  a meeting of stockholders.

IN WITNESS WHEREOF, we have signed this certificate this 19th day
of December, 1986.

/s/Richard M. Jaffee
President

ATTEST:

/s/Sharon Soble
Assistant Secretary

   [STATE OF DELAWARE OFFICE OF SECRETARY OF STATE LETTERHEAD]

I, MICHAEL RATCHFORD, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT
COPY OF THE CERTIFICATE OF AMENDMENT OF OIL-DRI CORPORATION OF
AMERICA FILED IN THIS OFFICE ON THE SEVENTEENTH DAY OF DECEMBER
A.D. 1990, AT 9 OCLOCK A.M.

                   CERTIFICATE OF AMENDMENT
                                
                               OF
                                
                  CERTIFICATE OF INCORPORATION
                                
                               OF
                                
                 OIL-DRI CORPORATION OF AMERICA
                                
 Adopted in accordance with the provisions of Section 242 of the
        General Corporation Law of the State of Delaware

We, Richard M. Jaffee, President and Albert L. Swerdlik,
Secretary, of Oil-Dri Corporation of America, a corporation
existing under the laws of the State of Delaware, do hereby
certify as follows:

FIRST:  That the Certificate of Incorporation of said corporation
has been amended by deleting Section B6c of Article Fourth of the
Certificate of Incorporation and replacing it with the following:

c.  A holder of shares of Class B Stock may sell, assign, give,
bequeath or otherwise transfer all or part of said shares to any
one or more of the following:  (i) to any beneficial owner
thereof; (ii) to any beneficial owners spouse, (iii) to any
parent or to any lineal descedant (including any adopted child)
of any parent of any beneficial owner or of any beneficial
owners spouse; (iv) to any trustee, guardian or custodian for or
any executor, administrator or other legal representative of the
estate of, any of the foregoing; and (v) to any general or
limited partnership each of the partners of which is any of the
foregoing and which prohibits a transfer of all or any part of
any interest in the partnership except to the partnership or to
any of the foregoing (collectively, (i) through (v) are the
Permitted Transferees).

SECOND:  That such amendment has been duly adopted in accordance
with the provisions of the General Corporation Law of the State
of Delaware by the affirmative vote of the holders of a majority
of the common stock entitled to vote at a meeting of stockholders
and by the affirmative vote of the holders of a majority of the
Class B Stock and Common Stock entitled to vote at a meeting of
stockholders, voting as a single class.

IN WITNESS WHEREOF, we have signed this certificate this 13th day
of December, 1990.

/s/Richard M. Jaffee
President

ATTEST:

/s/Albert L. Swerdlik
Secretary

                                                                 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 As
 Quarter End        Period       Days Outstanding    Shares      Adjusted

January 31, 1995   11/01/94 to    92   6,949,822   639,383,624            
                                                        
                   01/31/95       92               639,383,624   6,949,822

Assuming exercise of options reduced by the number of shares              
which could have been purchased with the proceeds from
exercise of such options.
                                                                     
                                                                     5,825
                                                                 6,955,647

                                                                 Average
                                                                 Shares-
                                                                (Weighted
                                Number   Number of             Shares)Number
                                 of       Shares     Weighted    of Days As
 Quarter End         Period     Days   Outstanding    Shares      Adjusted

January 31,    11/01/93 to             
                                        
1994           11/02/93          2       6,980,821  13,961,642                             
               11/03/93          1       6,980,871   6,980,871            
               11/04/92 to            
               11/08/93          5       6,980,827  34,909,135                                    5
               11/09/93 to              
               11/22/93         14       6,983,722  97,772,108
               11/23/93 to     
               11/26/93          4       6,983,872  27,935,488                   
               11/27/93 to                   
               11/28/93          2       6,984,316  13,968,632 
               11/29/93          1       6,988,551   6,988,551            
               11/30/93 to           
               12/02/93          3       6,993,160  20,979,480 
               12/03/93 to              
               01/06/94         35       6,994,198 244,796,930
               01/07/94 to                  
               01/09/94          3       6,995,338  20,986,014
               01/10/94 to                    
               01/23/94         14       6,997,473  97,964,622
               01/24/94 to        
               01/31/94          8       6,998,285  55,986,280
                                                           
                                92                 643,229,753   6,991,628

Assuming exercise of options reduced by the number of shares              
which could have been purchased with the proceeds from
exercise of such options.
                                                                    
                                                                    19,937
                                                                 7,011,565

  

 5

                   6-MOS
                          JUL-31-1995
                               JAN-31-1995
                                       1,320,099
                                 2,739,496
                               24,757,434
                                 (201,006)
                                 12,888,361
                            46,995,556
                                     104,526,298
                            (43,647,659)
                             115,716,775
                       15,310,623
                                     21,006,966
                                       723,352
                                0
                                          0
                                  76,682,529
               115,716,775
                                     74,628,211
                            74,628,211
                                       54,621,099
                               69,235,989
                               897,725
                                26,248
                             984,908
                              7,238,953
                                 1,846,731
                          5,392,222
                                       0
                                      0
                                            0
                                 5,392,222
                                     0.78
                                     0.78