SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549

                                   FORM 10-Q/A

                   Quarterly Report Under Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

      For the Quarter Ended October 31, 1999 Commission File Number 0-8675

                         OIL-DRI CORPORATION OF AMERICA
                         ------------------------------
           (Exact name of the 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)

The 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  - 5,470,252 Shares (Including 1,173,607 Treasury Shares)
Class B Stock - 1,765,266 Shares (Including 342,241 Treasury Shares)

 2

INTRODUCTORY STATEMENT

On July 24, 2000 Oil-Dri Corporation of America filed a report on Form 8-K with
the Securities and Exchange Commission which disclosed that reported financial
results for each of the first three quarters of its fiscal year ending July 31,
2000 would be restated. The filing reported that a review of trade spending in
the Consumer Products segment showed that the Company's accruals for marketing
expenses should be increased. The restatement had the effect of decreasing
income before tax by $350,000, net income by $248,000, and basic and diluted net
income per share by $0.04 for the three months ended October 31, 1999. At
October 31, 1999, the restatement increased accrued expenses, net of the related
income tax deduction, by $248,000 and decreased retained earnings by $248,000.

Except for Items 1, 2 and 6, no other amendments have been made to this filing.

                                    CONTENTS

                                                                        Page
                                     PART I                             ----
                                                                 
ITEM 1: Financial Statements And Supplementary Data....................  3-9

ITEM 2: Management Discussion And Analysis Of Financial Condition
        And The Results Of Operations..................................10-13

ITEM 3: Quantitative And Qualitative Disclosures About Market Risk.....   13

                                     PART II

ITEM 6: Exhibits And Reports on Form 8-K...............................   14

SIGNATURES.............................................................   15

 3

                  OIL-DRI CORPORATION OF AMERICA & SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                            (IN THOUSANDS OF DOLLARS)
                                   (UNAUDITED)

                                                        -----------------------
                                                         OCTOBER 31   JULY 31
ASSETS                                                      1999       1999
                                                         (RESTATED)
                                                        -----------------------
                                                               
CURRENT ASSETS
- --------------
Cash and Cash Equivalents                                 $   863     $ 4,362
Investment Securities                                       1,260       1,225
Accounts Receivable, less allowance of $400 and
  $358 at October 31 and July 31, 1999, respectively       26,431      25,365
Inventories                                                16,390      15,165
Prepaid Expenses                                            6,896       6,963
                                                        ---------   ---------
           TOTAL CURRENT ASSETS                            51,840       53,080
                                                        ---------    ---------

PROPERTY, PLANT AND EQUIPMENT - AT COST
- ---------------------------------------
Cost                                                      134,299     132,479
Less Accumulated Depreciation and Amortization            (71,649)    (69,631)
                                                        ---------   ---------
           TOTAL PROPERTY, PLANT AND                       62,650      62,848
           EQUIPMENT, NET                               ---------   ---------

OTHER ASSETS
- ------------
Goodwill & Intangibles, net of accumulated
  amortization of $2,245 and $2,128 at October
  31 and July 31, 1999, respectively                        9,669       9,780

Deferred Income Taxes                                       3,041       3,045
Other                                                       5,126       4,997
                                                         --------    --------
              TOTAL OTHER ASSETS                           17,836      17,822
                                                         --------    --------
TOTAL ASSETS                                             $132,326    $133,750
                                                         ========    ========

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

 4

                  OIL-DRI CORPORATION OF AMERICA & SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                            (IN THOUSANDS OF DOLLARS)
                                   (UNAUDITED)

                                                     ------------------------
                                                      OCTOBER 31    JULY 31
LIABILITIES & STOCKHOLDERS' EQUITY                       1999        1999
                                                      (RESTATED)
                                                    ------------------------
CURRENT LIABILITIES
- -------------------
                                                              
Current Maturities of Notes Payable                      $  2,226    $  2,226
Accounts Payable                                            4,900       4,842
Dividends Payable                                             481         484
Accrued Expenses                                            6,044       8,387
                                                         --------    --------
           TOTAL CURRENT LIABILITIES                       13,651      15,939
                                                         --------    --------
NONCURRENT LIABILITIES
- ----------------------
Notes Payable                                              38,150      38,150
Deferred Compensation                                       3,162       3,206
Other                                                       2,037       1,948
                                                         --------    --------
           TOTAL NONCURRENT LIABILITIES                    43,349      43,304
                                                         --------    --------
           TOTAL LIABILITIES                               57,000      59,243
                                                         --------    --------

STOCKHOLDERS' EQUITY
- --------------------
Common Stock, par value $.10 per share, issued
  5,470,252 shares at October 31 and July 31, 1999            547         547
Class B Stock, par value $.10 per share, issued
  1,765,266 shares at October 31 and July 31, 1999            177         177
Additional Paid-In Capital                                  7,700       7,702
Retained Earnings                                          91,428      90,430
Restricted Unearned Stock Compensation                        (24)         (9)
Cumulative Translation Adjustment                          (1,169)     (1,159)
                                                         --------    --------
                                                           98,659      97,688

Less Treasury Stock, at cost (1,173,607 Common shares
  and 342,241 Class B shares at October 31 and
  1,163,764 Common shares and 342,241 Class B shares
  at July 31, 1999)                                       (23,333)    (23,181)
                                                         --------    --------
           TOTAL STOCKHOLDERS' EQUITY                      75,326      74,507
                                                         --------    --------

       TOTAL LIABILITIES & STOCKHOLDERS' EQUITY          $132,326    $133,750
                                                         ========    ========

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

 5

                  OIL-DRI CORPORATION OF AMERICA & SUBSIDIARIES
             CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
                  (IN THOUSANDS, EXCEPT FOR PER SHARE AMOUNTS)
                                   (UNAUDITED)

                                                    -------------------------
                                                      FOR THE THREE MONTHS
                                                        ENDED OCTOBER 31
                                                    -------------------------
                                                        1999        1998
                                                     (RESTATED)
                                                    -------------------------
                                                              
NET SALES                                               $ 44,549     $ 43,670
Cost Of Sales                                             30,969       29,585
                                                        --------     --------
GROSS PROFIT                                              13,580       14,085
Selling, General And Administrative Expenses              10,767       10,576
                                                        --------     --------
INCOME FROM OPERATIONS                                     2,813        3,509

OTHER INCOME (EXPENSE)
   Interest Expense                                         (795)        (792)
   Interest Income                                            61          144
   Other, Net                                                  4          (25)
                                                        --------     --------
      TOTAL OTHER EXPENSE, NET                              (730)        (673)
                                                        --------     --------

INCOME BEFORE INCOME TAXES                                 2,083        2,836
Income Taxes                                                 604          808
                                                        --------     --------
NET INCOME                                                 1,479        2,028

RETAINED EARNINGS
   Balance at Beginning of Year                           90,430       85,158
   Less Cash Dividends Declared                              481          439
                                                        --------     --------
RETAINED EARNINGS - OCTOBER 31                          $ 91,428     $ 86,747
                                                        ========     ========

NET INCOME PER SHARE
   BASIC                                                $   0.26     $   0.34
                                                        ========     ========
   DILUTIVE                                             $   0.25     $   0.34
                                                        ========     ========

AVERAGE SHARES OUTSTANDING
   BASIC                                                   5,721        5,881
                                                        ========     ========
   DILUTIVE                                                5,896        5,929
                                                        ========     ========

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

 6

                  OIL-DRI CORPORATION OF AMERICA & SUBSIDIARIES
                        STATEMENTS OF CONSOLIDATED INCOME
                            (IN THOUSANDS OF DOLLARS)
                                   (UNAUDITED)

                                                    -------------------------
                                                       FOR THE THREE MONTHS
                                                         ENDED OCTOBER 31
                                                    -------------------------
                                                         1999        1998
                                                      (RESTATED)
                                                    -------------------------
                                                              
NET INCOME                                              $  1,479     $  2,028

Other Comprehensive Income:
   Cumulative Translation Adjustments                        (10)         (29)
                                                        --------     --------
TOTAL COMPREHENSIVE INCOME                              $  1,469     $  1,999
                                                        ========     ========

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

 7

                  OIL-DRI CORPORATION OF AMERICA & SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (IN THOUSANDS OF DOLLARS)
                                   (UNAUDITED)

                                                     ------------------------
                                                       FOR THE THREE MONTHS
                                                         ENDED OCTOBER 31
                                                     ------------------------
CASH FLOWS FROM OPERATING ACTIVITIES                       1999       1998
- ------------------------------------                    (RESTATED)
                                                     ------------------------
                                                              
NET INCOME                                               $  1,479    $  2,028

Adjustments to Reconcile Net Income to Net Cash
  Provided by Operating Activities:
   Depreciation and Amortization                            2,228       2,140
   Provision for bad debts                                     41          44
   (Increase) Decrease in:
      Accounts Receivable                                  (1,107)     (2,166)
      Inventories                                          (1,225)        196
      Prepaid Expenses and Taxes                               67        (484)
      Deferred Income Taxes                                     4         (43)
      Other Assets                                           (136)        (14)
   Increase (Decrease) in:
      Accounts Payable                                         58        (454)
      Income Taxes Payable                                     --         420
      Accrued Expenses                                     (2,343)     (1,817)
      Deferred Compensation                                   (44)        (41)
      Other                                                    89         163
                                                         --------    --------
           TOTAL ADJUSTMENTS                               (2,368)     (2,056)
                                                        ---------   ---------
   NET CASH USED IN OPERATING ACTIVITIES                     (889)        (28)
                                                        ---------   ---------

CASH FLOWS FROM INVESTING ACTIVITIES
- ------------------------------------
   Capital Expenditures                                    (1,908)     (1,269)
   Purchases of Investment Securities                        (583)       (548)
   Dispositions of Investment Securities                      548         528
   Other                                                        8          --
                                                         --------    --------

   NET CASH USED IN INVESTING ACTIVITIES                   (1,935)     (1,289)
                                                         ---------   ---------

CASH FLOWS FROM FINANCING ACTIVITIES
- ------------------------------------
   Principal Payments on Long-Term Debt                        --          (2)
   Dividends Paid                                            (484)       (444)
   Purchases of Treasury Stock                               (159)       (758)
   Other                                                      (32)        (11)
                                                         --------    --------
   NET CASH USED IN FINANCING ACTIVITIES                     (675)     (1,215)
                                                         --------    --------

NET DECREASE IN CASH AND CASH EQUIVALENTS                  (3,499)     (2,532)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR                4,362       9,410
                                                         --------    --------
CASH AND CASH EQUIVALENTS, OCTOBER 31                    $    863    $  6,878
                                                         ========    ========

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

 8

                  OIL-DRI CORPORATION OF AMERICA & SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

1. BASIS OF STATEMENT PRESENTATION

The financial statements and the related notes are condensed and should be read
in conjunction with the consolidated financial statements and related notes for
the year ended July 31, 1999, included in the Company's Annual Report on Form
10-K filed with the Securities and Exchange Commission.

The consolidated financial statements include the accounts of the Company and
its subsidiaries. All significant intercompany transactions are eliminated.

The unaudited financial information reflects all adjustments which are, in the
opinion of management, necessary for a fair presentation of the statements
contained herein.

Certain items in prior year financial statements have been reclassified to
conform to the presentation used in fiscal 2000.

2.  RESTATEMENT

On July 24, 2000 Oil-Dri Corporation of America filed a report on Form 8-K with
the Securities and Exchange Commission which disclosed that reported financial
results for each of the first three quarters of its fiscal year ending July 31,
2000 would be restated. The filing reported that a review of trade spending in
the Consumer Products segment showed that the Company's accruals for marketing
expenses should be increased. The restatement had the effect of decreasing
income before tax by $350,000, net income by $248,000, and basic and diluted net
income per share by $0.04 for the three months ended October 31, 1999. At
October 31, 1999, the restatement increased accrued expenses, net of the related
income tax reduction, by $248,000 and decreased retained earnings by $248,000.

3. INVENTORIES

The composition of inventories is as follows (in thousands):

                           -------------------------
                             OCTOBER 31    JULY 31
                            (UNAUDITED)  (UNAUDITED)
                           -------------------------
                                1999          1999
                           -------------------------
                                     
Finished goods                 $10,166      $ 9,593
Packaging                        4,235        4,267
Other                            1,989        1,305
                               -------      -------
                               $16,390      $15,165
                               =======      =======

Inventories are valued at the lower of cost or market. Cost is determined by the
first-in, first-out method.

 9

4.  NEW ACCOUNTING STANDARDS

In June, 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for
Derivative Instruments and Hedging Activities" which requires companies to
recognize all derivatives as assets or liabilities measured at their fair value.
The accounting for changes in the fair value of a derivative depends on the
intended use of the derivative and whether it qualifies for hedge accounting.
Although the impact of this statement has not been fully assessed, the Company
believes adoption of this statement, as amended by SFAS No. 137, which will
occur by July 2001, will not have a material financial statement impact.

5.  SEGMENT REPORTING

The Company has four reportable operating segments: Consumer Products, Fluids
Purification Products, Agricultural Products, and Industrial and Automotive
Products. These segments are managed separately because each business has
different economic characteristics.

The accounting policies of the segments are the same as those described in Note
1 of the Company's Annual Report for the year ended July 31, 1999 on Form 10-K
filed with the Securities and Exchange Commission.

Because management does not rely on segment asset allocation, information
regarding segment assets is not meaningful and therefore is not reported.

                                               Quarter Ended October 31
                                         -------------------------------------
                                            Net Sales       Operating Income
                                         -------------------------------------
                                          1999     1998     1999      1998
                                                          (restated)
                                         -------  -------- --------  --------
                                                   (in thousands)
                                                          
Consumer Products......................  $29,243   $27,876  $ 4,481   $ 4,645
Fluids Purification Products...........    6,403     6,007    1,311     1,512
Agricultural Products..................    4,303     5,601      501     1,081
Industrial and Automotive Products.....    4,600     4,186      281        64
                                         -------   -------  --------  -------
TOTAL SALES/OPERATING INCOME...........  $44,549   $43,670  $ 6,574   $ 7,302
                                         =======   =======  =======   =======
Less:
  Corporate Expenses...................                       3,757     3,818
  Interest Expense, net of Interest
  Income...............................                         734       648
                                                            -------   -------
INCOME BEFORE INCOME TAXES.............                       2,083     2,836
                                                            -------   -------
Income Taxes...........................                         604       808
                                                            -------   -------
NET INCOME.............................                     $ 1,479   $ 2,028
                                                            =======   =======

 10

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

THREE MONTHS ENDED OCTOBER 31, 1999 COMPARED TO
THREE MONTHS ENDED OCTOBER 31, 1998

RESULTS OF OPERATIONS

Consolidated net sales for the first quarter of fiscal 2000 were $44,549,000, an
increase of 2.0% over net sales of $43,670,000 in the first quarter of fiscal
1999. Net income for the first quarter of fiscal 2000 was $1,479,000, a decrease
of 27.1% from $2,028,000 earned in the first quarter of fiscal 1999. Basic net
income per share for the first quarter of fiscal 2000 was $0.26 and diluted net
income per share was $0.25, versus $0.34 per share (basic and diluted) earned in
the first quarter of fiscal 1999.

Net sales of the Consumer Products segment for the first quarter of fiscal 2000
were $29,243,000, an increase of 4.9% over net sales of $27,876,000 in the first
quarter of fiscal 1999. This growth was primarily due to increased sales in the
mass merchandiser market. Consumer Products' operating income decreased 3.5%
from $4,645,000 in the first quarter of fiscal 1999 to $4,481,000 in the first
quarter of fiscal 2000. While sales growth generated incremental gross profit,
this was offset by an increase in promotional expenditures, in addition to
fiscal 2000 manufacturing costs associated with the startup of the Church &
Dwight supply arrangement in the first quarter of fiscal 2000.

Net sales of the Fluids Purification Products segment for the first quarter of
fiscal 2000 were $6,403,000, an increase of 6.6% over net sales of $6,007,000 in
the first quarter of fiscal 1999. Increased sales of PURE-FLO(R) bleaching clays
were the primary driver of the segment's growth in sales. Fluids Purification
Products' operating income decreased 13.3% from $1,512,000 in the first quarter
of fiscal 1999 to $1,311,000 in the first quarter of fiscal 2000 due to selected
price reductions, unfavorable manufacturing variances and costs associated with
the startup of a new line of rheological products.

Net sales of the Agricultural Products segment for the first quarter of fiscal
2000 were $4,303,000, a decrease of 23.2% from net sales of $5,601,000 in the
first quarter of fiscal 1999. This overall decline is due to sharply reduced
demand for agricultural carriers as a result of a depressed farm economy and the
growth of genetically modified crops that require less use of chemical
pesticides. Agricultural Products' operating income decreased 53.7% from
$1,081,000 in the first quarter of fiscal 1999 to $501,000 in the first quarter
of fiscal 2000, primarily due to the decrease in sales of agricultural carriers
partially offset by higher sales of specialty agricultural products, which in
general provide lower margins.

Net sales of the Industrial and Automotive Products segment for the first
quarter of fiscal 2000 were $4,600,000, an increase of 9.9% from net sales of
$4,186,000 in the first quarter of fiscal 1999 due to increased sales volume of
both clay and non-clay industrial and automotive products. Industrial and
Automotive Products' operating income increased 339.1 % from $64,000 in the
first quarter of fiscal 1999 to $281,000 in the first quarter of fiscal 2000 due
to incremental gross profit resulting from the increase in sales volume and
price increases put into effect during the past year, combined with a decrease
in operating expenses.

 11

Consolidated gross profit as a percentage of net sales for the first quarter of
fiscal 2000 decreased to 30.5% from 32.3% in the first quarter of fiscal 1999
due to differences in sales mix in the Agricultural Products segment and
manufacturing costs associated with the startup of the Church & Dwight supply
arrangement in the first quarter of fiscal 2000.

Operating expenses as a percentage of net sales were the same for the first
quarter of fiscal 2000 as compared to the first quarter of fiscal 1999.

Interest expense was essentially unchanged, while interest income for the first
quarter of fiscal 2000 decreased $83,000 from fiscal 1999 levels, primarily due
to lower levels of cash and cash equivalents.

The Company's effective tax rate was 29.0% of pre-tax income in the first
quarter of fiscal 2000 versus 28.5% in the first quarter of fiscal 1999.

Total assets of the Company decreased $1,424,000 or 1.1% during the first
quarter of fiscal 2000. Current assets decreased $1,240,000 or 2.3% from fiscal
1999 year-end balances primarily due to decreased cash and cash equivalents,
partially offset by increases in inventory and accounts receivable levels.
Property, plant and equipment, net of accumulated depreciation, decreased
$198,000 or 0.3% during the first quarter as depreciation expense exceeded new
capital expenditures.

Total liabilities decreased $2,243,000 or 3.8% during the first quarter of
fiscal 2000. Current liabilities decreased $2,288,000 or 14.4% from fiscal 1999
year-end balances due to a decrease in accrued expenses, partially offset by an
increase in accounts payable.

EXPECTATIONS

The Company anticipates net sales for the remainder of fiscal 2000 will be
higher than the net sales in the comparable period of fiscal 1999. Sales of
branded cat box absorbents are expected to increase moderately as existing
products and new product introductions gain incremental distribution. However,
sales growth of cat box absorbents is subject to continuing competition for
shelf space in the grocery, mass merchandiser and club markets. Sales of the
Company's fluids purification products and industrial and automotive products
are also expected to increase moderately in the remainder of fiscal 2000 from
the comparable period in fiscal 1999. Sales of the Company's agricultural
products are expected to be lower in the remainder of fiscal 2000 than in the
comparable period of fiscal 1999 due to low domestic crop prices, biotechnology
and depressed export demand.

LIQUIDITY AND CAPITAL RESOURCES

The current ratio increased to 3.8 at October 31, 1999 from 3.3 at July 31,
1999. Working capital increased $1,048,000 during the first quarter of fiscal
2000 to $38,189,000 primarily due to higher receivables and inventories and
lower accrued expenses. During the first quarter of fiscal 2000, the balances of
cash, cash equivalents and investment securities decreased $3,464,000. Cash on
hand was used to fund capital expenditures ($1,908,000), dividend payments
($484,000), purchases of the Company's common stock ($159,000), and to partially
fund operating activities ($889,000). Total cash and investment balances held by
the Company's foreign subsidiaries at October 31, 1999 and July 31, 1999 were
$2,356,000 and $2,692,000, respectively.

 12

FOREIGN OPERATIONS

Net sales by the Company's foreign subsidiaries during the first quarter of
fiscal 2000 were $3,609,000 or 8.1% of total Company sales. This represents a
decrease of 11.0% from the first quarter of fiscal 1999 in which foreign
subsidiary sales were $4,056,000 or 9.3% of total Company sales. The decrease is
due to reduced sales of fluids purification products in the United Kingdom due
to selected price reductions and reduced bleaching clay usage by a major
customer through increased efficiency of operations. Net income of the foreign
subsidiaries for the first quarter of fiscal 2000 was $246,000, an increase of
18.8% from $207,000 earned in the first quarter of fiscal 1999. This increase
was due to favorable changes in sales mix and a reduction of advertising
expenditures in Canada, partially offset by a reduction of income in the United
Kingdom associated with the decline in sales discussed previously. Identifiable
assets of the Company's foreign subsidiaries as of October 31, 1999 were
$10,853,000, a decrease of 1.9% from $11,064,000 as of July 31, 1999. The
decrease is primarily due to lower inventories and cash and cash equivalents.

YEAR 2000

The Year 2000 ("Y2K") issue is a result of computer programs using a two-digit
format, as opposed to four digits, to indicate the year. Such computer systems
will be unable to interpret dates beyond 1999, which could cause a system
failure or application errors, leading to disruptions in operations.

The Company has completed a process of conducting an internal review of all
business information systems, including hardware, software, telecommunication
systems, and manufacturing equipment, to determine major areas of exposure to
Y2K issues, and believes that it has resolved all material issues.

The Company has also assessed the readiness of its key suppliers, customers and
business partners to be Y2K-compliant. Information requests have been
distributed and the Company has received representations from key third parties
that their systems are Y2K-compliant.

Based upon the foregoing Y2K efforts, no material contingency plans are expected
to be needed; however, contingency plans have been developed for all systems and
processes determined to be critical. The plans include the ability to switch to
manual systems as well as the identification of alternate suppliers. While the
Company's Year 2000 readiness plans are relatively complete, the consequences of
non-compliance by the Company, its major service providers, vendors, suppliers
or customers could have a material adverse effect on the Company's operations.

The project to address Y2K has been underway since fiscal 1998. Pretax costs
incurred to date, as well as anticipated remaining expenses to be incurred in
fiscal 2000, are not material.

FORWARD-LOOKING STATEMENTS

Certain statements in this report, including, but not limited to, those under
the heading "Expectations" and those statements elsewhere in this report that
use forward-looking terminology such as "expect," "would," "could," "should,"
"estimates," and "believes" are "forward-looking statements" within the meaning
of that term in the Securities Exchange Act of 1934, as amended. Actual results
may

 13

differ materially from those reflected in these forward-looking statements,
due primarily to continued vigorous competition in the grocery, mass
merchandiser and club markets, the level of success of new products, and the
cost of product introductions and promotions in the consumer market. These
forward-looking statements also involve the risk of changes in market conditions
in the overall economy and, for the fluids purification and agricultural
markets, in planting activity, crop quality, crop prices and overall
agricultural demand, including export demand, foreign exchange rate fluctuations
and the ability of the Company and its major service providers, suppliers and
customers to adequately address the Year 2000 issue. Other factors affecting
these forward-looking statements may be detailed from time to time in reports
filed with the Securities and Exchange Commission.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company did not have any derivative financial instruments as of October 31,
1999. However, the Company is exposed to interest rate risk. The Company employs
policies and procedures to manage its exposure to changes in the market risk of
its cash equivalents and short term investments. The Company believes that the
market risk arising from holdings of its financial instruments is not material.

 14

                           PART II - OTHER INFORMATION

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

                                                                      Exhibit
                                                                       Index
                                                                      -------
                                                                   
         Exhibit 11:  Statement Re:  Computation of per share
                      earnings (restated)                                16
         Exhibit 27:  Financial Data Schedule (restated)                 17

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

 15

   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/JEFFREY M. LIBERT
   -------------------------------
      Jeffrey M. Libert
      Chief Financial Officer

   BY /S/DANIEL S. JAFFEE
   -------------------------------
      Daniel S. Jaffee
      President and Chief Executive Officer

  Dated:  August 14, 2000

 16

Exhibit 11

                 OIL-DRI CORPORATION OF AMERICA AND SUBSIDIARIES
                        COMPUTATION OF EARNINGS PER SHARE
                   (IN THOUSANDS EXCEPT FOR PER SHARE AMOUNTS)

                                                     --------------------
                                                     Three Months Ended
                                                         October 31
                                                     --------------------
                                                         1999       1998
                                                     (Restated)
                                                     --------------------
                                                           
Net income available to Stockholders
  (numerator)                                          $1,479     $2,028
                                                       ======     ======
Shares Calculation (denominator):

Average shares outstanding - basic                      5,721      5,881

Effect of Dilutive Securities:

Potential Common Stock
  relating to stock options                               175         48
                                                       ------     ------
Average shares outstanding- assuming dilution           5,896      5,929
                                                       ======     ======
Earnings per share-basic                               $ 0.26     $ 0.34
                                                       ======     ======
Earnings per share-assuming dilution                   $ 0.25     $ 0.34
                                                       ======     ======

 5

                 3-MOS
                           JUL-31-2000
                                OCT-31-1999
                                          863,000
                                  1,260,000
                                26,831,000
                                  (400,000)
                                  16,390,000
                             51,840,000
                                      134,299,000
                               71,649,000
                              132,326,000
                        13,651,000
                                      38,150,000
                                 0
                                           0
                                        724,000
                                   74,602,000
                132,326,000
                                      44,549,000
                             44,549,000
                                        30,969,000
                                30,969,000
                             10,661,000
                                 41,000
                              795,000
                               2,083,000
                                    604,000
                           1,479,000
                                        0
                                       0
                                             0
                                  1,479,000
                                        0.26
                                      0.25