CONFORMED COPY

                    SECURITIES AND EXCHANGE COMMISSION
                                     
                          Washington, D. C. 20549
                                     
                                 FORM 10-Q
                                     
                Quarterly Report Under Section 13 or 15(d)
                  of the Securities Exchange Act of 1934
                                     
   For the Quarter Ended October 31, 1995 Commission File Number 0-8675

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

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

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

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

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

                            Yes    X        No

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

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

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

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

Cash and Cash Equivalents          $ 7,481,401  $ 2,248,147   $ 8,829,667
Investment Securities, at Cost       1,427,000    3,586,569     2,332,665
Accounts Receivable                 23,986,378   24,424,847    21,529,168
Allowance for Doubtful Accounts       (202,734)    (186,038)     (180,602)
Inventories                         11,920,535   12,592,104    10,917,099
Prepaid Expenses and Taxes           5,232,141    3,870,540     5,317,169
             Total Current Assets   49,844,721   46,536,169    48,745,166

PROPERTY, PLANT AND EQUIPMENT - AT COST                       

Cost                               107,750,187  102,235,020   106,957,911
Less Accumulated Depreciation and                             
  Amortization                      49,425,032   41,763,672    47,498,516
            Total Property, Plant                             
               and Equipment, Net   58,325,155   60,471,348    59,459,395

OTHER ASSETS                                                  
                                                              
Goodwill(Net of Accumulated                                   
                                                    
  amortization)                      4,271,346    4,403,394     4,304,286
Deferred Income Taxes                  485,668            -       484,324
Other                                4,091,076    3,346,939     3,994,512
                Total Other          8,848,090    7,750,333     8,783,122
Assets
TOTAL ASSETS                      $117,017,966 $114,757,850  $116,987,683

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

                                           October 31            July 31    
                                          (Unaudited)                       
                                       1995         1994          1995
CURRENT LIABILITIES                                           
                                                      
Current Maturities of Notes         $1,356,042   $  649,944    $1,097,976
Payable
Accounts Payable - Trade             5,609,047    5,258,876     4,710,251
Dividends Payable                      517,014      520,552       511,166
Accrued Expenses                     8,482,087    9,377,605     9,351,455
        Total Current Liabilities   15,964,190   15,806,977    15,670,848
                                                              
NONCURRENT LIABILITIES                                        
Notes Payable                       20,421,579   21,519,373    20,422,265
Deferred Income Taxes                        -      326,284             -
Deferred Compensation                1,854,310    1,610,740     1,778,075
Other                                  946,154            -       778,112
     Total Noncurrent Liabilities   23,222,043   23,456,397    22,978,452
                                                              
          Total Liabilities         39,186,233   39,263,374    38,649,300
                                                              
STOCKHOLDERS EQUITY                                          
                                                         
Common Stock                           723,352      723,352       723,352
Paid-In Capital in Excess of Par
  Value                              7,657,394    7,657,394     7,657,394
Retained Earnings                   76,919,725   72,366,497    76,033,462
Cumulative Translation Adjustment   (1,010,660)    (954,458)     (987,781)
                                    84,289,811   79,792,785    83,426,427
Less Treasury Stock, At Cost         6,458,078    4,298,309     5,088,044

          Total Stockholders'Equity 77,831,733   75,494,476    78,338,383

TOTAL LIABILITIES & STOCKHOLDERS'
  EQUITY                          $117,017,966 $114,757,850  $116,987,683

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

                                             1995        1994
                                          (Unaudited) (Unaudited)

Net Sales                                $39,307,934 $39,025,208
Cost Of Sales                             27,648,886  26,631,621
Gross Profit                              11,659,048  12,393,587
Selling, General And Administrative        
  Expenses                                 9,312,281   8,221,582
Operating Income                           2,346,767   4,172,005
                                                      
OTHER INCOME (EXPENSE)                                
                                                  
  Interest Expense                          (490,161)   (487,535)
  Interest Income                            152,594     103,539
  Foreign Exchange Gain (Loss)                (3,593)      3,369
  Other, Net                                 (54,426)    (21,496)
                                            (395,586)   (402,123)
                                                      
Income Before Income Taxes                 1,951,181   3,769,882
Income Taxes                                 538,293     950,950
Net Income                                 1,412,888   2,818,932
                                                      
RETAINED EARNINGS                                     
                                                
  Balance at Beginning of Year            76,024,301  70,077,278
  Less: Cash Dividends Declared              517,464     529,713

Retained Earnings - October 31           $76,919,725 $72,366,497
Average Shares Outstanding               $ 6,840,079 $ 6,957,700
Net Income Per Share                      $     0.21 $      0.41

                                                      

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

                                             1995        1994
                                           Unaudited   Unaudited
CASH FLOWS FROM OPERATING ACTIVITIES                  

Net Income                                $1,412,888  $2,818,932
                                                      
Adjustments to Reconcile Net Income to                
  Net Cash
  Provided by Operating Activities:
  Depreciation and Amortization            2,019,766   1,821,537
  Provision for bad debts                     28,735       9,229
  (Increase) Decrease in:                             
     Accounts Receivable                  (2,468,662) (4,515,026)
     Inventories                          (1,016,138) (1,350,335)
     Prepaid Expenses and Taxes               71,742    (154,179)
     Other Assets                            (91,996)    (97,794)
  Increase (Decrease) in:                             
     Accounts Payable                        160,589     595,723
     Accrued Expenses                       (104,528)    168,050
     Other                                   168,042           -
     Deferred Compensation                    76,235    (151,078)
                       Total Adjustments  (1,156,215) (3,673,873)
   Net Cash Used In Operating Activities     256,673  (  854,941)
                                                      
CASH FLOWS FROM INVESTING ACTIVITIES                  

  Capital Expenditures                      (863,670) (2,025,333)
  Purchases of Investment Securities               -  (2,116,842)
  Dispositions of Investment Securities      914,428   1,905,413
  Other                                            -       7,600
   Net Cash Used in Investing Activities      50,758  (2,229,162)
                                                      
CASH FLOWS FROM FINANCING ACTIVITIES                  
                                                         
  Proceeds from Short Term Borrowings        257,380           -
  Principal Payments on Long Term Debt             -    (595,405)
  Dividends Paid                            (519,286)   (455,483)
  Foreign Currency Translation
    Adjustment                               (23,757)     24,563
  Purchases of Treasury Stock             (1,370,034)    (35,740)
   Net Cash Used In Financing Activities  (1,655,697) (1,062,065)
                                                      
Net (Decrease) in Cash and Cash
                                                
  Equivalents                             (1,348,266) (4,146,168)
Cash and Cash Equivalents, Beginning of   
  Year                                   $ 8,829,667   6,394,315

Cash and Cash Equivalents, October 31    $ 7,481,401 $ 2,248,147

MANAGEMENT DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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

RESULTS OF OPERATIONS

Consolidated net sales for the three months ended October 31, 1995 were
$39,308,000, an increase of $283,000, or 0.7%, over sales of $39,025,000 in
the first three months of fiscal 1995.  Net income for the three months
ended October 31, 1995 was $1,413,000 or $0.21 per share, a decrease of
49.9% from $2,819,000 or $0.41 per share earned in the first quarter of
fiscal 1995.

Sales of industrial and environmental sorbents increased $119,000 from
prior year first quarter levels.  Sales of industrial clay absorbents
increased $272,000 or 8.5%.  Sales of nonclay sorbents decreased $153,000
or 11.3%, reflecting increased competition in the markets in which the
Company participates.  Sales of cat box absorbents increased $192,000 or
0.9% from fiscal 1995 first quarter results.  This growth is the result of
sales increases in branded and private label products in both the grocery
and mass merchandise markets, offset by decreased contract packaging
activity. Sales of agricultural absorbents decreased $339,000 or 7.4%
from the comparable period in fiscal 1995 due to production rescheduling by
several key customers.  Worldwide sales of fluid filtration and
purification products increased $105,000 or 3.2% from prior year first
quarter levels.  Sales of transportation services increased $463,000 or
23.2% from the first quarter of fiscal 1995 due to increased fleet size.

Consolidated gross profit as a percentage of net sales for the three months
ended October 31, 1995 decreased to 29.7% from 31.8% in the first three
months of fiscal 1994.  Changes in sales mix and increased costs of
packaging materials and freight contributed to this decline.

Operating expenses as a percentage of net sales increased to 23.7% in the
first quarter of fiscal 1996 from 21.1% in the first quarter of fiscal
1995.  This increase reflects the additional costs of television and print
advertising and couponing associated with new product introductions.

Interest expense increased slightly while interest income increased
$49,100.

The Company's effective tax rate was 27.6% of income in the first quarter
of 1996 as compared to 25.2% the first quarter of fiscal 1995.

Total assets of the Company remained unchanged during the three months
ended October 31, 1995.  Current assets increased $1,100,000 or 2.3% from
fiscal year end balances reflecting increased accounts receivable and
inventory balances offset against reduced cash and investments to fund
increased sales.  Property, plant and equipment, net of accumulated
depreciation, decreased $1,134,000.

Total liabilities in the three months ended October 31, 1995 increased
$537,000.  Current liabilities increased $293,000 or 1.9% from July 31,
1995 balances while noncurrent liabilities increased $244,000 or 1.1% from
year end.

The Company anticipates sales growth, primarily from branded and private
label cat box absorbent products, as new product introductions take hold.
The Company continues to anticipate that earnings over the remainder of
fiscal 1996 will be lower than those of fiscal 1995, principally due to the
cost of new product introductions in the consumer market.  Actual results
may be materially lower than those reflected in these foward-looking
statements, due primarily to increased competition in the grocery and mass
merchandising markets.

LIQUIDITY AND CAPITAL RESOURCES

The current ratio remained unchanged at 3.1 at October 31, 1995 compared to
July 31, 1995.  Working capital increased $806,000 in the three months
ended October 31, 1995 to $33,881,000.  Cash provided by operations
continues to be the Company's primary source of funds to finance operating
needs and capital expenditures.  During the quarter the balances of cash,
cash equivalents and other investments declined $2,254,000.  This reduction
in cash and investments was primarily used to fund capital expenditures of
$864,000, to pay dividends of $519,000 and repurchase shares of the
Company's Common Stock of $1,370,000.  Total cash and investment balances
held by the Company's foreign subsidiaries at October 31, 1995 and 1994
were $2,348,000 and $3,501,000  respectively.

FOREIGN OPERATIONS

The Company's net sales by its foreign subsidiaries for the three months
ended October 31, 1995 were $2,908,000 constituting 7.4% of sales.  This
represents a decrease of $64,000 or 2.1%, from the first quarter of fiscal
1995 in which foreign subsidiary sales were $2,972,000 and constituted 7.6%
of sales.  Net income of the Company's foreign subsidiaries for the three
months ended October 31, 1995 was $143,000 compared with $94,000 in the
first quarter of fiscal 1995.  Identifiable assets of the Company's foreign
subsidiaries as of October 31, 1995 were $9,175,000 a decrease of $628,000
from $9,803,000 as of October 31, 1994.

Part II - Other Information

Item 5.     (a)    Exhibits:  The following documents are an exhibit to
                              this report.
                   Exhibit -  11 - Statement Re: Computation of per share 
                              earnings.

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

  

  
  
  SIGNATURES

  Pursuant to the requirements of the Securities Exchange Act of 1934, the
  Registrant has duly caused this report to be signed on its behalf by the
  undersigned thereunto duly authorized.

  OIL-DRI CORPORATION OF AMERICA
    (Registrant)

  BY  /s/ Donald J. Deegan
     Donald J. Deegan
     Director of Finance and Accounting,
     Chief Accounting Officer

  BY /s/ Daniel S. Jaffee
     Daniel S. Jaffee
     President

  
  Dated:   December 14, 1995

                                                              Exhibit 11

                      OIL-DRI CORPORATION OF AMERICA
                  Computation of Weighted Average Number
                           of Shares Outstanding

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

October 31,    08/01/95 to          8    6,901,322   55,210,576            
1995           08/08/95      
               08/09/95 to         63    6,841,322  431,003,286            
               10/10/95         
               10/11/95 to          1    6,814,922    6,814,922            
               10/11/95
               10/12/95 to         20    6,812,922  136,258,450            
               10/31/95                                    
                                   92  629,287,224    6,840,079
                                                                         0 
                                                                 6,840,079

October 31,    08/01/94 to          8    6,951,822   55,614,576            
1994           08/08/94                                  
               08/09/94 to         84    6,949,822  583,785,048            
               10/31/94                       
                                   92  639,399,624    6,949,996
                                                                          
Assuming exercise of options reduced by the number of shares              
which could have been purchased with the proceeds from
exercise of such options.
                                                                     7,704
                                                                 6,957,700

  

 5

                   3-MOS
                          JUL-31-1995
                               OCT-31-1995
                                       7,481,401
                                 1,427,000
                               23,986,378
                                  (202,734)
                                 11,920,535
                            49,844,721
                                     107,750,187
                             (49,425,032)
                             117,017,966
                       15,964,190
                                     20,421,579
                                       723,352
                                0
                                          0
                                  77,108,381
               117,017,966
                                     39,307,934
                            39,307,934
                                       27,648,886
                               27,648,886
                             9,188,971
                                28,735
                             490,161
                              1,951,181
                                   538,293
                          1,412,888
                                       0
                                      0
                                            0
                                 1,412,888
                                     0.21
                                     0.21