1

As filed with the Securities and Exchange Commission on June 24, 1998
Reg. No.333-____
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM S-8
                         REGISTRATION STATEMENT UNDER
                          THE SECURITIES ACT OF 1933

                        OIL-DRI CORPORATION OF AMERICA
                        ------------------------------
            (Exact Name of Registrant as Specified in its Charter)

            Delaware                                  36-2048898
    ------------------------             ------------------------------------
    (State of Incorporation)             (I.R.S. Employer Identification No.)

                            410 N. Michigan Avenue
                               Chicago, IL 60611
                            ----------------------
             (Address and Zip Code of Principal Executive Offices)

                        OIL-DRI CORPORATION OF AMERICA
                         1995 LONG-TERM INCENTIVE PLAN
                        ------------------------------
                           (Full Title of the Plan)

                                Brian P. Curtis
                        Oil-Dri Corporation of America
                            410 N. Michigan Ave.
                               Chicago, IL 60611
                                 312-321-1515
                        ------------------------------
          (Name, Address, and Telephone Number of Agent For Service)

                        CALCULATION OF REGISTRATION FEE
================================================================================
                                                             
                                     Proposed            Proposed
Title of                             Maximum             Maximum
Securities             Amount        Offering Price      Aggregate 
to be                  to be         Per Share           Offering Price
Registered             Registered    (1)(2)      (1)(2)
- -----------------      ----------    --------------      ------------
Common Stock, par       1,000,000         $14.50         $14,500,000
value $.10 per            shares
share

Class A Common                       See Note (3)    See Note (3)
Stock, par value
$.10 per share

Class B Stock,                       See Note (3)    See Note (3)
par value $.10
per share

================================================================================

Amount of
Registration
Fee (4)
- ------------
   $4,277.50

See Note (3)

See Note (3)
================

(1) Calculated pursuant to Rules 457(h)(1) and 457(c) based on the average
    of the high and low prices reported for the Registrant's common stock on the
    New York Stock Exchange Composite Tape on June 18, 1998.

  2

(2) Estimated solely for the purpose of calculating the registration fee in
    accordance with Rule 457 under the Securities Act of 1933, as amended.

(3) This Registration Statement covers, in aggregate, up to 1,000,000 shares
    of either Common Stock, Class A Common Stock or Class B Stock issuable under
    the Plan.  Shares issuable under the Plan will be shares of (i) Common Stock
    unless Class A Common Stock is issued and publicly traded, in which event
    shares of Class A Common Stock will be issued.  (At the date hereof, no
    Class A Common Stock has been issued.); or (ii) Class B Stock, in the case
    of Awards with respect to Class B Stock to Jaffee Family members who are
    employees or officers of the Registrant or one of its subsidiaries that is
    more than 50% owned by the Registrant.

(4) Pursuant to Rule 429, $2,405.31, the registration fee paid with respect
    to the Company's Registration Statement No. 333-24977, with respect to its
    registration of 500,000 shares being carried forward (and included in the
    total of 1,000,000 shares registered hereby) has been credited against the
    registration fee calculated above.

  3

                               EXPLANATORY NOTE

As permitted by the rules of the Securities and Exchange Commission (the
"Commission"), this Registration Statement omits the information specified in
Part I of Form S-8.

  4

                                    Part II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3: INCORPORATION OF DOCUMENTS BY REFERENCE

        The following documents filed with the Commission by Oil-Dri Corporation
of America (the "Company") are incorporated in this Registration Statement on
Form S-8 (the "Registration Statement") by reference:

        (a)     The Company's Annual Report on Form 10-K for the fiscal year
        ended July 31, 1997 ("1997 Form 10-K").

        (b)     All other reports filed by the Company pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")   
since the end of the fiscal year covered by the 1997 Form 10-K.

        (c)     The description of the Company's Common Stock, par value $.10
per share (the "Common Stock"), Class A Common Stock, par value $.10 per share
(the Class A Common Stock) and Class B Stock, par value $.10 per share (the
"Class B Stock") under the caption Description of Common Stock, Class B Stock
and Class A Common Stock in the Company's Proxy Statement dated November 3,
1997.

        All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment which indicates that all securities registered hereunder
have been sold or which deregisters all of the securities offered then remaining
unsold, shall be deemed to be incorporated herein by reference and to be a part
hereof from the date of filing of such documents.

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

        The consolidated financial statements and schedules included in the
Company's 1997 Form 10-K have been audited by Blackman Kallick Bartelstein,
independent auditors, as set forth in their report thereon, and are incorporated
herein by reference. Such consolidated financial statements are incorporated by
reference herein in reliance upon such report given upon the authority of said
firm as experts in accounting and auditing. Future financial statements of the
Company and the reports thereon of Blackman Kallick Bartelstein to be included
in subsequent filed documents also will be incorporated by reference in this
Registration Statement in reliance upon the authority of that firm as experts
in giving those reports to the extent such firm has audited those financial
statements and consented to the use of their reports thereon.

ITEM 4: DESCRIPTION OF SECURITIES

        See Item 3(c), above, with respect to the Class A Common Stock and Class
B Stock.  The Common Stock is registered under Section 12 of the Exchange Act.

  5

ITEM 5: INTERESTS OF NAMED EXPERTS AND COUNSEL

        The legality of the Common Stock being originally offered hereunder has
been passed upon by Sonnenschein Nath & Rosenthal ("SNR"), counsel to the
Company, 8000 Sears Tower, Chicago, Illinois 60606.  Mr. Paul J. Miller, a
partner of SNR and a director of the Company, beneficially owns 4904 shares of
the Company's Common Stock.

ITEM 6: INDEMNIFICATION OF DIRECTORS AND OFFICERS

        Section 145 of the General Corporation Law of the State of Delaware (the
"Delaware Law") empowers a Delaware corporation to indemnify any persons who
are, or are threatened to be made, parties to any threatened, pending or
completed legal action, suit or proceeding, whether civil, criminal, admini-
strative or investigative (other than an action by or in the right of such
corporation), by reason of the fact that such person is or was an officer,
director, employee or agent of such corporation, or is or was serving at the
request of such corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise.  The
indemnity may include expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by such person
in connection with such action, suit or proceeding, provided that such officer
or director acted in good faith and in a manner he reasonably believed to be in
or not opposed to the corporation's best interests, and, for criminal
proceedings, had no reasonable cause to believe his conduct was unlawful.
A Delaware corporation may indemnify officers and directors against expenses
(including attorneys' fees) in an action by or in the right of the corporation
under the same conditions, except that no indemnification is permitted without
judicial approval if the officer or director is adjudged to be liable to the
corporation. Where an officer or director is successful on the merits or other-
wise in the defense of any action referred to above, the corporation must
indemnify him against the expenses which such officer or director actually and
reasonably incurred.

        In accordance with Section 102(b)(7) of the Delaware Law, the
Certificate of Incorporation, as amended, of the Company contains a provision to
limit the personal liability of the directors of the Company for violations of
their fiduciary duty. This provision eliminates director's liability to the
Company or its stockholders for monetary damages except (i) for any breach of
the director's duty of loyalty to the Company 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 Law providing
for liability of directors for unlawful payment of dividends or unlawful stock
purchases or redemptions, or (iv) for any transaction from which a director
derived an improper personal benefit.  The effect of this provision is to
eliminate the personal liability of directors for monetary damages for actions
involving a breach of their fiduciary duty of care, including any such actions
involving gross negligence.
        Article VII of the By-Laws of the Company provides for indemnification
of the officers and directors of the Company to the full extent permitted by
applicable law. The Company has in effect insurance policies providing both
directors' and officers' liability coverage and corporation reimbursement
coverage.

ITEM 7: EXEMPTION FROM REGISTRATION CLAIMED

Not applicable.

  6

ITEM 8: EXHIBITS

     4.1     Certificate of Incorporation of the Company, as amended to date.

     4.3     By-Laws of the Company as amended (Exhibit (3)(b) to the July 31,
             1995 Form 10-K)*

     5.1     Opinion of Sonnenschein Nath & Rosenthal

    23.1     Consent of Sonnenschein Nath & Rosenthal (included in Exhibit 5.1)

    23.2     Consent of Blackman Kallick Bartelstein

[FN]
 Incorporated by reference.

ITEM 9. UNDERTAKINGS

(a)     Rule 415 Offering.  The Company hereby undertakes:

        (1)     To file, during any period in which offers or sales are being
        made, a post-effective amendment to the Registration Statement:

        (i)  To include any prospectus required by Section 10(a)(3) of the
        Securities Act of 1933 (the "Securities Act");

        (ii)  To reflect in the prospectus any facts or events arising after
        the effective date of the Registration Statement (or the most recent
        post-effective amendment thereof) which, individually or in the
        aggregate, represent a fundamental change in the information set forth
        in the Registration Statement;

        (iii)  To include any material information with respect to the plan of
        distribution not previously disclosed in the Registration Statement or
        any material change to such information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Company pursuant to Section 13 or Section 15(d) of
the Exchange Act that are incorporated by reference in the Registration
Statement.

        (2)     That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

        (3)     To remove from registration by means of a post-effective amend-
ment any of the securities being registered which remain unsold at the
termination of the offering.

  7

(b)     Incorporation of Subsequent Exchange Act Documents by Reference.

        The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(h)     Form S-8 Registration Statement.

        Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
  8

                                  SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chicago, State of Illinois, on June 9, 1998.

                        OIL-DRI CORPORATION OF AMERICA

                        By:  /s/  Daniel S. Jaffee
                           ---------------------------
                                  Daniel S. Jaffee
                                  President & Chief Executive Officer

                               POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Daniel S. Jaffee and Brian P. Curtis and each of
them, his or her true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and all amendments to this
Registration Statement, and to file the same, with all exhibits thereto, and all
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done, in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact, and each of them, and agents or
their substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

      Signature                        Title                        Date
      ---------                        -----                        ----

/s/ Richard M. Jaffee     Chairman of the Board of Directors    June 9, 1998
- -----------------------
Richard M. Jaffee                       

/s/ Daniel S. Jaffee      President, Chief Executive Officer,   June 9, 1998
- -----------------------   and Director
Daniel S. Jaffee

/s/ Robert D. Jaffee      Director                              June 9, 1998
- -----------------------
Robert D. Jaffee

/s/ Michael L. Goldberg   Executive Vice President and Chief    June 9, 1998
- -----------------------   Financial Officer
Michael L. Goldberg

/s/ Joseph C. Miller      Vice Chairman and Director            June 9, 1998
- -----------------------
Joseph C. Miller

/s/ James F. Japczyk      Controller and Chief Accounting       June 9, 1998
- -----------------------   Officer
James F. Japczyk

 9

      Signature                        Title                        Date
      ---------                        -----                        ----

/s/ J. Steven Cole        Director                              June 9, 1998
- -----------------------
J. Steven Cole

                          Director                              June __, 1998
- -----------------------
Arnold W. Donald

/s/ Ronald B. Gordon      Director                              June 9, 1998
- -----------------------
Ronald B. Gordon

/s/ Edgar D. Jannotta     Director                              June 9, 1998
- -----------------------
Edgar D. Jannotta

/s/ Paul J. Miller        Director                              June 9, 1998
- -----------------------
Paul J. Miller

/s/ Haydn H. Murray       Director                              June 9, 1998
- -----------------------
Haydn H. Murray

/s/ Alan H. Selig         Director                              June 9, 1998
- -----------------------
Alan H. Selig

 10

                               INDEX TO EXHIBITS

Exhibit
Number         Description of Exhibit
- --------       ----------------------

  4.1          Certificate of Incorporation of the Company, as amended to date.

  4.3          By-Laws of the Company amended June 16, 1995 (Exhibit (3)(b) to
               the July 31, 1995 Form 10-K)*

  5.1          Opinion of Sonnenschein Nath & Rosenthal

 23.1          Consent of Sonnenschein Nath & Rosenthal (included in Exhibit
               5.1)

 23.2          Consent of Blackman Kallick Bartelstein

[FN]
  Incorporated by reference. 

  1
                                                                    EXHIBIT 4.1

                           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

        The undersigned, Daniel S. Jaffee, President and Chief Executive
Officer, and Louis T. Bland, Jr., 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 resolutions of the Board of Directors of the Corporation
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 9, 1997, 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 shares of Common Stock and Class B Stock,
Stock, voting as a 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, of 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 subparagraph b of Paragraph 4 of Section
        B of Article Fourth, thereof, and inserting, in lieu thereof, a new
        subparagraph b of Paragraph 4 of Section B of Article Fourth, which
        provides:

        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: (i) 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 Corporation's 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 distri-
        bution 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; or (ii) as a stock grant or stock
        award (including, without limitation, pursuant to any stock option,
        stock incentive, restricted stock, stock bonus, performance share, or

  2

        similar plan, grant or award), to any Permitted Transferee (as defined
        in ARTICLE FOURTH, paragraph 6, subparagraph c) who is within clauses
        (i), (ii) or (iii) of such definition and who is an employee, officer,
        or director of the Corporation or of any subsidiary of the Corporation
        more than 50% of which is owned by the Corporation (any such issuance
        being a "Subsequent Issuance").

        IN WITNESS WHEREOF, Oil-Dri Corporation of America has caused this
Certificate of Amendment to be executed this 17th day of December, 1997.

                                       /s/ Daniel S. Jaffee
                                       --------------------------
                                           Daniel S. Jaffee
                                           President and Chief Executive Officer
ATTEST:

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

  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 O'CLOCK 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

  4

                           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 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

  5

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 below the
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 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 Stock 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 subpara-
graph 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

  6

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 Stock.  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 herein before 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 certifi-
cates 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

  7

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 Corporation's 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

  8

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 distri-
bution.  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.

                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 Corporation's 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 owner's 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 owner's spouse; (iv) to any trustee, guardian or custodian for, or
any executor, administrator or other legal representative of the

  9

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").

                        (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 para-
graph 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 Corporation's 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 signa-
tures 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, automati-
cally 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, 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

  10

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 consider-
ation 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
if 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 distri-
bution of the shares of the Class B Stock, and intended to be pro-rata to all
of the Corporation's 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.

  11

        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

  12

         [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 O'CLOCK A.M.

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

  13

                         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 corpora-
tion and its stockholders or any class of them, any court of equitable juris-
diction 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

  14

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

  15

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

  16

         [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 (DELAWARE & FOREIGN) OF "DRI-OIL, INC." FILED IN THIS OFFICE
ON THE TWENTY-SECOND DAY OF DECEMBER  A.D. 1969, AT 10 O'CLOCK A.M.

Secretary of State
AUTHENTICATION *3569612
DATE: 08/25/1992

  17

                         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 and 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

  18

        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 becoming 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 Corpora-
tions 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 Corpora-
tions shall be impaired by the merger.

  19

        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 repealed.

        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 Corpora-
tion 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 times 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 Corpora-
tion 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 Corporation 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

  20

        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.

  21

        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

OIL-DRI, INC.

By:  /s/ Richard M. Jaffee
   --------------------------
         President

ATTEST:
(Corporate Seal)

/s/ Albert L. Swerdlik
- -----------------------------
Secretary

  22

        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)

  23

        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

  24

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)

  25

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)

  26

                                                                    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 corpora-
tion and its stockholders or any class of them,

  27

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
      ILLINOIS                         OIL-DRI CORPORATION OF AMERICA,
                                       an Illinois corporation

                                       By:  /s/ Richard M. Jaffee
                                          ---------------------------
                                                President
ATTEST:

/s/ Albert L. Swerdlik
- -----------------------------
Secretary

  28

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.

  29

          [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 O'CLOCK A.M.

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

  30

                           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.

  31

        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

  32
          [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 O'CLOCK A.M.

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

  33

                           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 corporation's 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 corporation's 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

  34

          [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 O'CLOCK A.M.

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

  35

        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 Law 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 corporation's $.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 Second 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
        Thousand 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 corporation's 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 corporation's capital stock which is in excess of the
                 aggregate new par value of such shares.

  36

                 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 corporation's $.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

  37

          [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 O'CLOCK A.M.

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

  38

                           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 at
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

  39

          [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 O'CLOCK P.M.

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

  40

                       CERTIFICATE OF CHANGE OF ADDRESS OF

                   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 to 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 changed
                 is:

                 Corporation Trust Center
                 1209 Orange Street
                 Wilmington, Delaware  19801

                 The new address will be effective on July 30, 1984.

         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)

  41

                 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

  42

          [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 THIRD
DAY OF APRIL A.D. 1985, AT 11:30 O'CLOCK A.M.

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

  43

                           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 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 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 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 the 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,

  44

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, 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

  45
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 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 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 Corporation's 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
holder's 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

  46

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 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 Corporation's 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.

  47
          
                        (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 owner's 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 owner's 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 (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 Corporation's 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 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 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

  48

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 in the form of a distribution or distributions
pursuant to a stock dividiend or split-up of the shares of the Common Stock, or
pursuant to any other distribution which is intended to be pro-rata to the
corporation's 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.

  49

        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

  50

          [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-SECOND DAY OF DECEMBER A.D. 1986, AT 9 O'CLOCK A.M.

SECRETARY OF STATE
AUTHENTICATION:  3569625
DATE:  8/25/1992
  51

                           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 of
fiduciary duty as a director, except for liability (i) for any breach of the
director's 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

  52

          [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 O'CLOCK A.M.

SECRETARY OF STATE
AUTHENTICATION:  3569626
DATE:  08/25/1992

  53

                           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 B.6(c) 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 owner's 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
                owner's 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

  1

                                                                   EXHIBIT 5.1

                                 June 16, 1998

Oil-Dri Corporation of America
410 North Michigan Avenue
Chicago, Illinois 60611

Ladies and Gentlemen:

        A Registration Statement on Form S-8 (the "Registration Statement") is
being filed on or about the date of this letter with the Securities and Exchange
Commission to register shares of common stock, par value $.10 per share (the
"Shares") and shares of Class A Common Stock, par value $.10 per share (the
"Class A Common Stock") and shares of Class B Stock, par value $.10 per share
(the "Class B Stock") (collectively, with the Shares and the Class A Common
Stock, the "Stock"), of Oil-Dri Corporation of America (the "Company") which
may from time to time be offered by the Company in connection with the Oil-Dri
Corporation of America 1995 Long-Term Incentive Plan (the "Plan").  This opinion
is delivered in accordance with the requirements of Item 601(b)(5) of Regulation
S-K under the Securities Act of 1933, as amended.

        We have acted as counsel to the Company in connection with the
Registration Statement.  In rendering this opinion, we have examined and are
familiar with originals or copies, certified or otherwise identified to our
satisfaction, of the corporate records of the Company, including its
Certificate of Incorporation, as amended, its By-Laws, and minutes of
directors' and stockholders' meetings, and such other documents (including the
Plan) and certificates of public officials, which we have deemed relevant or
necessary as the basis for the opinion as hereinafter set forth.

        We have assumed the legal capacity of all natural persons, the genuine-
ness of all signatures, the authenticity of all documents submitted to us as
originals, the conformity to original documents of all documents submitted to
us as certified or photostatic copies and the authenticity of the originals of
such latter documents.  In making our examination of documents executed by
parties other than the Company, we have assumed that such parties had the
power, corporate or otherwise, to enter into and to perform their respective
obligations thereunder and have also assumed the due authorization by all
requisite action, corporate or otherwise, and the execution and delivery by
such parties of such documents and the validity and binding effect thereof.
As to any facts material to the opinion expressed herein, we have relied upon
oral or written statements and representations of officers and other repre-
sentatives of the Company and others.

  2

Securities and Exchange Commission
June 16, 1998
Page 2

        Based upon and subject to the foregoing, it is our opinion that the
shares of Stock that will be originally issued under the Plan have been duly
authorized and, when issued pursuant to, and in accordance with the Plan, will
be validly issued, fully paid and non-assessable.

        We consent to the inclusion of this opinion as an exhibit to the
Registration Statement and to the reference to Sonnenschein Nath & Rosenthal
under the caption "Item 5:  Interests of Named Experts and Counsel" in the
Registration Statement.

                                       Very truly yours,

                                       SONNENSCHEIN NATH & ROSENTHAL

                                       By:  /s/ Dennis N. Newman
                                          --------------------------
                                            Dennis N. Newman

  1

                                                                  EXHIBIT 23.2

                    INDEPENDENT PUBLIC ACCOUNTANTS' CONSENT

        We consent to the incorporation by reference of our report on the
Company dated August 30, 1997, which is included in the Oil-Dri Corporation of
America Form 10-K for the fiscal year ended July 31, 1997, in the Registration
Statement on Form S-8 pertaining to the Oil-Dri Corporation of America Long-Term
Incentive Plan.  We likewise consent to all references to us in such Regis-
tration Statement on Form S-8.

                                       Blackman Kallick Bartelstein, LLP

                                       BLACKMAN KALLICK BARTELSTEIN, LLP

Chicago, Illinois
June 16, 1998