SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13D

                    Under the Securities Exchange Act of 1934

                                 Amendment No. 3

                         OIL-DRI CORPORATION OF AMERICA
                                (Name of Issuer)

                                  COMMON STOCK
                                and CLASS B STOCK
                      (immediately convertible into Common)
                         (Title of Class of Securities)

                                   677864 10 0
                                 (CUSIP Number)

         Maryon Gray, 410 N. Michigan Ave., Ste. 400, Chicago, IL 60611
                                  312, 321-1515
                 (Name, Address and Telephone Number of Persons
                Authorized to Receive Notices and Communications)

                                  July 31, 1997
                          (Date of Event which Requires
                            Filing of this Statement)

If the filing person has previously  filed a statement on Schedule 13G to report
the acquisition  which is the subject of this  Schedule 13D,  and is filing this
schedule  because  of  Rule 13d-1(b)(3)  or (4),  check the  following  box [ ].
Previous filing on Schedule 13G pursuant to Rule 13d-1(c).

Check the following box if a fee is being paid with this statement [ ].

The  information  required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of  Section 18 of the  Securities  Exchange
Act of 1934 ("Act") or otherwise  subject to the  liabilities of that section of
the Act but shall be subject to all other  provisions of the Act.  

                        (Continued on following page(s))

Page 1 of 8 Pages

- --------------------------------------------------------------------------------
  1   NAMES OF REPORTING PERSONS,
      S.S. OR I.R.S. IDENTIFICATION NO.   Richard M. Jaffee   ###-##-####
                                          Robert D. Jaffee    ###-##-####
- --------------------------------------------------------------------------------
  2   CHECK THE APPROPRIATE BOX                                    (a) [ ]
      IF A MEMBER OF A GROUP              See Item 3               (b) [ ]
- --------------------------------------------------------------------------------
  3   SEC USE ONLY
- --------------------------------------------------------------------------------
  4   SOURCE OF FUNDS
- --------------------------------------------------------------------------------
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
      IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)                              [ ]
- --------------------------------------------------------------------------------
  6   CITIZENSHIP OR PLACE OF ORGANIZATION     United States
- --------------------------------------------------------------------------------
   NUMBER OF      7  SOLE VOTING POWER
     SHARES           
  BENEFICIALLY         Robert D. Jaffee                   390,741 Class B Shares
 OWNED BY EACH                                            No Common Shares
   REPORTING
  PERSON WITH          Richard M. Jaffee                1,148,965 Class B Shares
                                                           20,892 Common Shares

                 ---------------------------------------------------------------
                  8  SHARED VOTING POWER
                     See Item 3 for termination of Shared Voting Power between
                     Richard M. Jaffee and Robert D. Jaffee.

                       Robert D. Jaffee            None
                       Richard M. Jaffee           None with Robert D. Jaffee*

                         *NOTE:  See  Item 5 for  treatment  of  80,709  Class B
                    Shares  owned by Mrs.  Shirley  Jaffee  (wife of  Richard M.
                    Jaffee),  as Trustee under the Shirley H. Jaffee Declaration
                    of Trust dated July 12, 1993.
                 ---------------------------------------------------------------
                  9  SOLE DISPOSITIVE POWER

                       Robert D. Jaffee                   390,741 Class B Shares
                                                          No Common Shares

                       Richard M. Jaffee                1,148,965 Class B Shares
                                                           20,892 Common Shares

               -----------------------------------------------------------------
                 10  SHARED DISPOSITIVE POWER            None.

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
 11   AGGREGATE AMOUNT BENEFICIALLY OWNED
      BY EACH REPORTING PERSON

     See Item 3 for termination of Shared Voting Power,  and thus termination of
     aggregation of beneficial  ownership,  between Richard M. Jaffee and Robert
     D. Jaffee. 

            Robert D. Jaffee                            390,741 Class B Shares 
                                                              No Common Shares

            Richard M. Jaffee                         1,229,674 Class B Shares*
                                                         20,892 Common Shares

          *NOTE:  Includes  80,709 Class B Shares owned by Mrs.  Shirley  Jaffee
     (wife of Richard M.  Jaffee),  under the Shirley H. Jaffee  Declaration  of
     Trust dated July 12, 1993.  Mrs.  Jaffee is during her lifetime the trustee
     and sole beneficiary of this trust.  Mrs.  Jaffee's voting of these Class B
     Shares has been consistent with Mr. Richard M. Jaffee's voting.

- --------------------------------------------------------------------------------
 12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  [ ]
- --------------------------------------------------------------------------------
 13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11).

           Robert D. Jaffee                        21.5% of the Class B Shares
                                                   representing 17.3% of the
                                                   voting power of Issuer's
                                                   outstanding stock at August 1
                                                   1997.  (See Item 5.)

           Richard M. Jaffee                      67.6% of the Class B Shares
                                                  and .5% of the Common Shares,
                                                  together representing 54.4%
                                                  of the voting power of
                                                  Issuer's outstanding stock
                                                  at August 1, 1997. See
                                                  Item 5.)

- --------------------------------------------------------------------------------
 14   TYPE OF REPORTING PERSON

        Richard M. Jaffee                         IN
        Robert D. Jaffee                          IN

- --------------------------------------------------------------------------------

Item 1.     Security and Issuer

            This  statement  relates to the Common Stock,  par value $.10 per 
share (and the Class B  Stock,  par value $.10 per share  immediately  
convertible  into Common Stock) of Oil-Dri  Corporation of America, a Delaware  
corporation  ("Oil-Dri").  Oil-Dri's  principal executive offices are located 
at 410 North Michigan Avenue, Suite 400, Chicago, Illinois 60611.

Item 2.     Identity and Background

            Richard M. Jaffee

                  (a)   Richard M. Jaffee
                  (b)   Oil-Dri Corporation of America
                        410 North Michigan Avenue
                        Suite 400
                        Chicago, Illinois 60611
                  (c)   Chairman of the Board
                        Oil-Dri Corporation of America
                        410 North Michigan Avenue
                        Suite 400
                        Chicago, Illinois 60611
                  (d)   No
                  (e)   No
                  (f)   United States

            Robert D. Jaffee

                  (a)   Robert D. Jaffee
                  (b)   650 Dundee Road
                        Suite 280
                        Northbrook, IL  60062
                  (c)   retired
                  (d)   No
                  (e)   No
                  (f)   United States
 
Item 3.     Source and Amount of Funds or Other Consideration

                  No purchase of securities of Oil-Dri Corporation of America 
            ("Oil-Dri") was involved.

                  The voting agreement described in item 3 of Amendment 2 to
            Schedule 13D has terminated.

Item 4.     Purpose of Transaction

                  See Item 3 for termination of voting agreement.

Item 5.     Interest in Securities of the Issuer

            Richard M. Jaffee

       (a)  Aggregate  Number and  Percentage  of Class  Beneficially  Owned.
            Richard M. Jaffee owns  beneficially  1,148,965 shares of Class B
            Stock of Oil-Dri  and 20,892  shares of Common  Stock of Oil-Dri.
            The Class B Stock and 2,292  shares of the Common  Stock are held
            by  Richard  M.  Jaffee as Trustee  under the  Richard M.  Jaffee
            Revocable Trust of June 21, 1974, as amended. In addition, 80,709
            shares of Class B Stock  held by Mr.  Jaffee's  wife,  as Trustee
            under the Shirley H. Jaffee  Declaration  of Trust dated July 12,
            1993,  are  treated for  purposes of this Report as  beneficially
            owned by Mr. Richard M. Jaffee, since Mrs. Jaffee has voted these
            shares consistent with Mr. Jaffee's voting.  The 20,892 shares of
            Common  Stock  beneficially  owned by Richard M.  Jaffee  include
            13,500 shares which he has the right to acquire within 60 days of
            the date of this filing  through  exercise  of an option  granted
            August 29, 1994 for  purchase of a total of 22,500  shares  under
            the Oil-Dri  1988 Stock  Option Plan.  The  remaining  options to
            purchase shares under that grant are exercisable in increments of
            20% of the total grant on August 29, 1998,  and 1999.  The Common
            Stock beneficially owned by Richard M. Jaffee also includes 5,000
            shares  which he has the right to  acquire  within 60 days of the
            date of this filing through exercise of an option granted October
            5, 1995  under  the  Oil-Dri  1995  Long-Term  Incentive  Plan to
            acquire a total of 20,000 shares of Oil-Dri Class A Common Stock,
            or if no Class A Common  Stock is issued and  publicly  traded on
            any securities market when the option is exercised,  then Oil-Dri
            Common Stock. The remaining options to purchase shares under that
            grant are  exercisable in increments of 25% of the total grant on
            October 5, 1998, 1999, and 2000. The shares beneficially owned by
            Richard M. Jaffee  constitute  67.6% of the Class B Stock and .5%
            of the Common Stock outstanding at August 1, 1997, and, since the
            Class B Stock is entitled to 10 votes per share, constitute  54.4% 
            of the voting power of Oil-Dri's  Common and Class B Stock.

      (b)   Sole Power to Vote or Direct Vote.  1,148,965 shares of Class
            B Stock and 20,892 shares of Common Stock.

            Shared Power to Vote or Direct Vote:  No shared power with 
            Robert D. Jaffee.

            1,229,674 shares of Class B Stock (includes 80,709 shares of 
            Class B Stock held by Mr. Jaffee's wife as described in Item 
            5(a))and 20,892 shares of Common Stock.

            Sole Power to Dispose or Direct Disposition:  1,148,965 shares
            of Class B Stock and 20,892 shares of Common Stock.

            Shared Power to Dispose or Direct Disposition:  None.

      (c)   During the past 60 days, Mr. Richard M. Jaffee effected the 
            following transactions:

             Amount of                                 Price
            Securities                                 Per      Where and
Date         Involved     Nature of Transaction        Share    How Effected
- ----------------------------------------------------------------------------
8/6/97      341 Class B   Acquisition by transfer to   N/A      N/A
                          Richard M. Jaffee Revocable
                          Trust from Richard M.
                          Jaffee Annuity Trust,
                          Daniel S. Jaffee Trustee

     In addition, on 8/6/97 the Shirley H. Jaffee Declaration Trust acquired 341
     shares of Class B stock from the Shirley H. Jaffee Annuity Trust, Daniel S.
     Jaffee Trustee. Shirley H. Jaffee is Richard M. Jaffee's spouse.

       (d)  No other  person  has the right to receive or the power to direct
            receipt of  dividends  from,  or proceeds  from the sale of, such
            securities.

       (e)  Not applicable.

            Robert D. Jaffee

       (a)  Aggregate  Number and  Percentage  of Class  Beneficially  Owned.
            Robert D.  Jaffee  owns  beneficially  390,741  shares of Class B
            Stock of Oil-Dri and no shares of Common  Stock of  Oil-Dri.  The
            Class B Stock  is held by  Robert D.  Jaffee  as  Trustee  of the
            Robert D. Jaffee Revocable Trust of July 29, 1974, as amended.

            The  shares  beneficially  owned by Robert D.  Jaffee  constitute
            21.5% of the Class B Stock  outstanding  at August 1, 1997,  and,
            since  the  Class B Stock is  entitled  to 10 votes  per  shares,
            constitute  17.3% of the  voting  power of  Oil-Dri's  Common and
            Class B Stock.

       (b)  Sole Power to Direct Vote: 390,741 shares of Class B Stock and 
            no shares of Common Stock.

            Shared Power to Vote or Direct Vote: None

            Sole Power to Dispose or Direct  Disposition:  390,741  shares of
            Class B Stock and no shares of Common Stock.

            Shared Power to Dispose or Direct Disposition: None.

       (c)  During  the past 60  days,  Mr.  Robert D.  Jaffee  effected  the
            following transactions:

             Amount of                       Price
             Securities    Nature of         Per      Where and
  Date        Involved     Transaction       Share    How Effected
  ----------------------------------------------------------------
7/18/97   1,900 Class B    Conversion &      17.635   NY Stock Exchange Open
                           Sale*                      Market Sale
7/31/97  46,475 Class B    Conversion &      17.257   NY Stock Exchange Open
                           Sale*                      Market Sale
8/1/97  150,000 Class B    Conversion &      17.375   Private Sale to Blue
                           Sale*                      Mountain Production
                                                      Company, a subsidiary of
                                                      Oil-Dri

     * Conversion of Class B Stock in Trust  ownership to Common Stock upon sale
     of said stock.

        (d)  No other  person  has the right to receive or the power to direct
             receipt of  dividends  from,  or proceeds  from the sale of, such
             security.

        (e)  Not applicable.

Item 6.   Contracts, Arrangements, Understandings or Relationships With Respect 
          to Securities of the Issuer

              None.  See Item 3.

Item 7.   Material to be Filed as Exhibits
 
              None

 

                                      SIGNATURE

     After reasonable  inquiry and to the best of my knowledge and belief,  each
of the undersigned certifies that the information set forth in this statement is
true, complete and correct. Date: August 15, 1997

                                /s/ RICHARD M. JAFFEE                    
                                -----------------------------------------
                               (Signature)
                               Richard M. Jaffee

                                /s/ ROBERT D. JAFFEE                    
                                ----------------------------------------
                               (Signature
                               Robert D. Jaffee