SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549

                                   FORM 10-Q/A

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

      For the Quarter Ended January 31, 2000 Commission File Number 0-8675

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

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

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

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

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

                                    Yes X    No
                                       ---     ---

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

Common Stock  - 5,470,252 Shares (Including 1,282,807 Treasury Shares)
Class B Stock - 1,765,266 Shares (Including 342,241 Treasury Shares)

 2

INTRODUCTORY STATEMENT

On July 24, 2000 Oil-Dri Corporation of America filed a report on Form 8-K with
the Securities and Exchange Commission which disclosed that reported financial
results for each of the first three quarters of its fiscal year ending July 31,
2000 would be restated. The filing reported that the Company had not recognized
the impact on pricing and promotional allowances caused when a customer changed
from buying directly from Oil-Dri to purchasing through wholesalers.
Additionally, a review of trade spending showed that the Company's accruals for
marketing expenses should be increased. Both of these items impacted the
Consumer Products segment. The restatement had the effect of decreasing net
sales by $623,000, income before tax by $973,000, net income by $691,000, and
basic and diluted net income per share by $0.13 and $0.12, respectively, for the
three months ended January 31, 2000. For the six months ended January 31, 2000,
the restatement had the effect of reducing net sales by $623,000, income before
tax by $1,323,000, net income by $939,000, and basic and fully diluted net
income per share by $0.17 and $0.16, respectively. At January 31,2000, the
restatement increased accrued expenses, net of the related income tax reduction,
by $316,000 and decreased accounts receivable and retained earnings by $623,000
and $939,000, respectively.

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

                                    CONTENTS
                                                                        PAGE
                                     PART I                            -----
                                                                   
ITEM 1: Financial Statements And Supplementary Data...................  3-12

ITEM 2: Management Discussion And Analysis Of Financial Condition
        And The Results Of Operations................................. 13-18

ITEM 3: Quantitative And Qualitative Disclosures About Market Risk....    18

                                     PART II

ITEM 4: Submission Of Matters To A Vote Of Security Holders...........    19

ITEM 6: Exhibits And Reports On Form 8-K..............................    19

SIGNATURES............................................................    20

 3

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

                                                       -----------------------
                                                        JANUARY 31   JULY 31
ASSETS                                                     2000        1999
                                                        (RESTATED)
                                                       -----------------------
CURRENT ASSETS
- --------------
                                                                 
Cash and Cash Equivalents                               $   2,988      $ 4,362
Investment Securities                                       1,219        1,225
Accounts Receivable, less allowance of $397 and
  $358 at January 31, 2000 and July 31, 1999,
  respectively                                             26,578       25,365
Inventories                                                16,360       15,165
Prepaid Expenses                                            7,919        6,963
                                                        ---------    ---------
           TOTAL CURRENT ASSETS                            55,064       53,080
                                                        ---------    ---------

PROPERTY, PLANT AND EQUIPMENT - AT COST
- ---------------------------------------
Cost                                                      135,846      132,479
Less Accumulated Depreciation and Amortization            (73,811)     (69,631)
                                                          --------    --------
           TOTAL PROPERTY, PLANT AND                       62,035       62,848
           EQUIPMENT, NET                                 --------    --------

OTHER ASSETS
- ------------
Goodwill & Intangibles, net of accumulated
  amortization of $2,363 and $2,128 at January
  31, 2000, and July 31, 1999, respectively                  9,716       9,780
Deferred Income Taxes                                        3,040       3,045
Other                                                        6,004       4,997
                                                          --------    --------
              TOTAL OTHER ASSETS                            18,760      17,822
                                                          --------    --------
TOTAL ASSETS                                              $135,859    $133,750
                                                          ========    ========

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

 4

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

                                                      ------------------------
                                                       JANUARY 31    JULY 31
LIABILITIES & STOCKHOLDERS' EQUITY                        2000        1999
                                                       (RESTATED)
                                                      ------------------------
CURRENT LIABILITIES
- -------------------
                                                               
Current Maturities of Notes Payable                     $   2,080    $   2,226
Accounts Payable                                            4,715        4,842
Dividends Payable                                             473          484
Accrued Expenses                                            8,625        8,387
                                                        ---------    ---------
           TOTAL CURRENT LIABILITIES                       15,893       15,939
                                                        ---------    ---------

NONCURRENT LIABILITIES
- ----------------------
Notes Payable                                              42,063       38,150
Deferred Compensation                                       3,086        3,206
Other                                                       2,129        1,948
                                                        ---------    ---------
           TOTAL NONCURRENT LIABILITIES                    47,278       43,304
                                                        ---------    ---------
           TOTAL LIABILITIES                               63,171       59,243
                                                        ---------    ---------

STOCKHOLDERS' EQUITY
- --------------------
Common Stock, par value $.10 per share, issued
  5,470,252 shares at January 31, 2000, and
  July 31, 1999                                               547          547
Class B Stock, par value $.10 per share, issued
  1,765,266 shares at January 31, 2000, and
  July 31, 1999                                               177          177
Additional Paid-In Capital                                  7,698        7,702
Retained Earnings                                          90,356       90,430
Restricted Unearned Stock Compensation                        (31)          (9)
Cumulative Translation Adjustment                          (1,172)      (1,159)
                                                         --------     --------
                                                           97,575       97,688

Less Treasury Stock, at cost (1,282,807 Common
  shares and 342,241 Class B shares at January
  31, 2000, and 1,163,764 Common shares and
  342,241 Class B shares at July 31, 1999)                (24,887)     (23,181)
                                                         --------     --------
           TOTAL STOCKHOLDERS' EQUITY                      72,688       74,507
                                                         --------     --------
       TOTAL LIABILITIES & STOCKHOLDERS' EQUITY          $135,859     $133,750
                                                         ========     ========

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

 5

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

                                                     -------------------------
                                                      FOR THE SIX MONTHS ENDED
                                                            JANUARY 31
                                                     -------------------------
                                                         2000        1999
                                                      (RESTATED)
                                                     -------------------------

NET SALES                                             $  90,429    $  91,105
Cost Of Sales                                            64,765       61,812
                                                      ---------    ---------
GROSS PROFIT                                             25,664       29,293
Selling, General And Administrative Expenses             21,900       21,961
Restructuring Charge                                      1,239           --
                                                      ---------    ---------
INCOME FROM OPERATIONS                                    2,525        7,332

OTHER INCOME (EXPENSE)
   Interest Expense                                      (1,623)      (1,594)
   Interest Income                                          109          260
   Other, Net                                               228           21
                                                      ---------    ---------
      TOTAL OTHER EXPENSE, NET                           (1,286)      (1,313)
                                                      ---------    ---------

INCOME BEFORE INCOME TAXES                                1,239        6,019
Income Taxes                                                359        1,715
                                                      ---------    ---------
NET INCOME                                                  880        4,304

RETAINED EARNINGS
   Balance at Beginning of Year                          90,430       85,158
   Less Cash Dividends Declared                             954          948
                                                      ---------    ---------
RETAINED EARNINGS - JANUARY 31                        $  90,356    $  88,514
                                                      =========    =========

NET INCOME PER SHARE
   BASIC                                              $    0.15    $    0.73
                                                      =========    =========
   DILUTIVE                                           $    0.15    $    0.72
                                                      =========    =========

AVERAGE SHARES OUTSTANDING
   BASIC                                                  5,684        5,862
                                                      =========    =========
   DILUTIVE                                               5,851        5,979
                                                      =========    =========

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

 6

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

                                                    -------------------------
                                                     FOR THE SIX MONTHS ENDED
                                                           JANUARY 31
                                                    -------------------------
                                                        2000        1999
                                                     (RESTATED)
                                                    -------------------------

NET INCOME                                            $    880     $  4,304

Other Comprehensive Income:
   Cumulative Translation Adjustments                      (13)         (40)
                                                      --------     --------

TOTAL COMPREHENSIVE INCOME                            $    867     $  4,264
                                                      ========     ========

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

 7

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

                                                     -------------------------
                                                       FOR THE THREE MONTHS
                                                         ENDED JANUARY 31
                                                     -------------------------
                                                         2000         1999
                                                      (RESTATED)
                                                     -------------------------

NET SALES                                             $  45,880     $  47,435
Cost Of Sales                                            33,796        32,227
                                                      ---------     ---------
GROSS PROFIT                                             12,084        15,208
Selling, General And Administrative Expenses             11,133        11,385
Restructuring Charge                                      1,239            --
                                                      ---------     ---------
INCOME (LOSS) FROM OPERATIONS                              (288)        3,823

OTHER INCOME (EXPENSE)
   Interest Expense                                        (828)         (802)
   Interest Income                                           48           116
   Other, Net                                               224            46
                                                       --------     ---------
      TOTAL OTHER EXPENSE, NET                             (556)         (640)
                                                       --------     ---------

INCOME (LOSS) BEFORE INCOME TAXES                          (844)        3,183
Income Taxes (Benefits)                                    (245)          907
                                                      ---------     ---------
NET INCOME (LOSS)                                     $    (599)    $   2,276
                                                      =========     =========

NET INCOME (LOSS) PER SHARE
   BASIC                                              $   (0.11)    $    0.39
                                                      =========     =========
   DILUTIVE                                           $   (0.10)    $    0.38
                                                      =========     =========
AVERAGE SHARES OUTSTANDING
   BASIC                                                  5,646         5,843
                                                      =========     =========
   DILUTIVE                                               5,804         6,055
                                                      =========     =========

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

 8

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

                                                     -------------------------
                                                       FOR THE THREE MONTHS
                                                         ENDED JANUARY 31
                                                     -------------------------
                                                          2000        1999
                                                       (RESTATED)
                                                     -------------------------

NET INCOME (LOSS)                                      $   (599)    $  2,276

Other Comprehensive Income:
   Cumulative Translation Adjustments                        (3)         (11)
                                                       --------     --------
TOTAL COMPREHENSIVE INCOME (LOSS)                      $   (602)    $  2,265
                                                       ========     ========

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

 9

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

                                                        -----------------------
                                                          FOR THE SIX MONTHS
                                                            ENDED JANUARY 31
                                                        -----------------------
CASH FLOWS FROM OPERATING ACTIVITIES                        2000       1999
- ------------------------------------                     (RESTATED)
                                                        -----------------------
                                                               
NET INCOME                                               $    880    $  4,304

Adjustments to Reconcile Net Income to Net Cash
  Provided by Operating Activities:
   Depreciation and Amortization                            4,547       4,261
   Non-Cash Restructuring Charge                            1,239         --
   Provision for bad debts                                     59          39
   (Increase) Decrease in:
      Accounts Receivable                                  (1,272)     (3,783)
      Inventories                                          (1,195)        233
      Prepaid Expenses and Taxes                             (956)       (544)
      Deferred Income Taxes                                     4         (43)
      Other Assets                                         (1,178)       (556)
   Increase (Decrease) in:
      Accounts Payable                                       (127)       (322)
      Accrued Expenses                                     (1,001)       (402)
      Deferred Compensation                                  (120)       (126)
      Special Charge Reserve                                   --         (62)
      Other                                                   181         281
                                                         --------     -------
           TOTAL ADJUSTMENTS                                  181      (1,024)
                                                         --------     -------
   NET CASH PROVIDED BY OPERATING ACTIVITIES                1,061       3,280
                                                         --------     -------
CASH FLOWS FROM INVESTING ACTIVITIES
- ------------------------------------
   Capital Expenditures                                    (3,493)     (3,565)
   Proceeds from sale of property, plant and equipment         12          22
   Purchases of Investment Securities                      (1,219)     (1,225)
   Dispositions of Investment Securities                    1,225       1,173
   Other                                                       (8)        (14)
                                                         --------     -------
   NET CASH USED IN INVESTING ACTIVITIES                   (3,483)     (3,609)
                                                         --------     -------

CASH FLOWS FROM FINANCING ACTIVITIES
- ------------------------------------
   Principal Payments on Long-Term Debt                    (1,246)        (51)
   Proceeds from Issuance of Long-Term Debt                 5,013         400
   Dividends Paid                                            (965)       (883)
   Purchases of Treasury Stock                             (1,727)     (1,131)
   Other                                                      (27)        (17)
                                                         --------     -------
   NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES      1,048      (1,682)
                                                         --------     -------

NET DECREASE IN CASH AND CASH EQUIVALENTS                  (1,374)     (2,011)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR                4,362       9,410
                                                         --------     -------
CASH AND CASH EQUIVALENTS, JANUARY 31                     $ 2,988     $ 7,399
                                                         ========     =======

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

 10

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

1. BASIS OF STATEMENT PRESENTATION

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

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

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

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

2. RESTATEMENT

On July 24, 2000 Oil-Dri Corporation of America filed a report on Form 8-K with
the Securities and Exchange Commission which disclosed that reported financial
results for each of the first three quarters of its fiscal year ending July 31,
2000 would be restated. The filing reported that the Company had not recognized
the impact on pricing and promotional allowances caused when a customer changed
from buying directly from Oil-Dri to purchasing through wholesalers.
Additionally, a review of trade spending showed that the Company's accruals for
marketing expenses should be increased. Both of these items impacted the
Consumer Products segment. The restatement had the effect of decreasing net
sales by $623,000, income before tax by $973,000, net income by $691,000, and
basic and diluted net income per share by $0.13 and $0.12, respectively, for the
three months ended January 31, 2000. For the six months ended January 31, 2000,
the restatement had the effect of reducing net sales by $623,000, income before
tax by $1,323,000, net income by $939,000, and basic and fully diluted net
income per share by $0.17 and $0.16, respectively. At January 31,2000, the
restatement increased accrued expenses, net of the related income tax reduction,
by $316,000 and decreased accounts receivable and retained earnings by $623,000
and $939,000, respectively.

3. INVENTORIES

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

                           -------------------------
                            JANUARY 31    JULY 31
                           (UNAUDITED)  (UNAUDITED)
                           -------------------------
                               2000        1999
                           -------------------------
                                     
Finished goods                $  9,468     $  9,593
Packaging                        5,062        4,267
Other                            1,830        1,305
                              --------     --------
                              $ 16,360     $ 15,165
                              ========     ========

 11

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

4.  RESTRUCTURING CHARGE

During the second quarter of fiscal 2000, the Company recorded a pre-tax
restructuring charge of $1,239,000 against income from operations, as follows:

           Severance costs             $604,000
           Non-performing asset         635,000
                                     ----------
           Restructuring charge      $1,239,000
                                     ==========

The severance costs are related to a realignment of the Company's personnel
costs to bring them more in line with current levels of sales and profitability.
The severance accrual represents 13 employees to be terminated and will be
completed by the fourth quarter of fiscal 2000. The majority of the positions to
be terminated are at the selling, general and administrative level.

The net book value of the non-performing asset consists of specific production
equipment that has been idled. The equipment had been used in the Agricultural
Products segment. Because management does not rely on segment asset allocation,
information regarding the results of operations for this specific asset cannot
be identified. However, the results are included in cost of sales. The net book
value of this asset is approximately 1% of the net book value of all fixed
assets outstanding as of January 31, 2000.

5.  NEW ACCOUNTING STANDARDS

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

6.  SEGMENT REPORTING

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

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

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

 12

                                         -------------------------------------
                                              Six Months Ended January 31
                                         -------------------------------------
                                            Net Sales       Operating Income
                                         -------------------------------------
                                           2000      1999      2000      1999
                                        (restated)          (restated)
                                         --------  --------  --------  --------
                                                      (in thousands)
                                                           
Consumer Products......................  $ 60,194  $ 59,926  $  7,810  $  9,590
Fluids Purification Products...........    12,132    11,579     2,294     2,891
Agricultural Products..................     9,037    11,209       906     2,104
Industrial and Automotive Products.....     9,066     8,391       537       251
                                         --------  --------  --------  --------
TOTAL SALES/OPERATING INCOME...........  $ 90,429  $ 91,105  $ 11,547  $ 14,836
                                         ========  ========  ========  ========
Less:  Restructuring Charge(1)
       ....................................................     1,239         0
       Corporate Expenses..................................     7,555     7,483
       Interest Expense, net of Interest Income............     1,514     1,334
                                                             --------  --------
INCOME BEFORE INCOME TAXES.................................     1,239     6,019
                                                             --------  --------
Income Taxes...............................................       359     1,715
                                                             --------  --------
NET INCOME................................................   $    880  $  4,304
                                                             ========  ========
                                          -------------------------------------
                                              Three Months Ended January 31
                                          -------------------------------------
                                             Net Sales       Operating Income
                                          -------------------------------------
                                            2000     1999      2000      1999
                                         (restated)         (restated)
                                          -------  --------  --------  --------
                                                     (in thousands)
Consumer Products......................  $ 30,951  $ 32,050  $  3,329  $  4,945
Fluids Purification Products...........     5,729     5,572       983     1,379
Agricultural Products..................     4,734     5,608       405     1,023
Industrial and Automotive Products.....     4,466     4,205       256       187
                                         --------  --------  --------  --------
TOTAL SALES/OPERATING INCOME...........  $ 45,880  $ 47,435     4,973     7,534
                                         ========  ========  --------  --------
Less:  Restructuring Charge(1).............................     1,239         0
       Corporate Expenses..................................     3,798     3,665
       Interest Expense, net of Interest Income............       780       686
                                                             --------  --------
INCOME (LOSS) BEFORE INCOME TAXES..........................      (844)    3,183
                                                             --------  --------
Income Taxes (Benefits)....................................      (245)      907
                                                             --------  --------
NET INCOME (LOSS)..........................................  $   (599) $  2,276
                                                             ========  ========

[FN]

(1) See Note 4 above for a discussion of the restructuring charge recorded
in the second quarter of fiscal 2000.

 13

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

SIX MONTHS ENDED JANUARY 31, 2000 COMPARED TO
SIX MONTHS ENDED JANUARY 31, 1999
RESULTS OF OPERATIONS

Consolidated net sales for the six months ended January 31, 2000 were
$90,429,000, a decrease of 0.7% versus net sales of $91,105,000 in the first six
months of fiscal 1999. Net income for the first six months of fiscal 2000 was
$880,000, a decrease of 79.6% from $4,304,000 earned in the first six months of
fiscal 1999. Basic and diluted net income per share for the first six months of
fiscal 2000 was $0.15, versus $0.73 basic net income per share and $0.72 diluted
net income per share earned in the first six months of fiscal 1999. The decrease
was due to a restructuring charge recorded in the second quarter of fiscal 2000,
manufacturing costs associated with the startup of the Church & Dwight supply
arrangement, the decline in demand for agricultural carriers, a decrease in
profitability in the Consumer Products and Fluids Purification Products
segments, and increases in fuel prices. The restructuring charge, which covered
the costs of severance for certain eliminated positions and the write-off of
certain non-performing assets, reduced income before taxes by $1,239,000, net
income by $879,000, and net income per share by $0.15 (basic and diluted) for
the first six months of fiscal 2000.

Net sales of the Consumer Products segment for the first six months of fiscal
2000 were $60,194,000, an increase of 0.4% over net sales of $59,926,000 in the
first six months of fiscal 1999. This growth was primarily due to incremental
sales to Church & Dwight and increased sales in the mass merchandiser market,
partially offset by reduced sales in the grocery market. Consumer Products'
operating income decreased 18.6% from $9,590,000 in the first six months of
fiscal 1999 to $7,810,000 in the first six months of fiscal 2000 due to an
unfavorable sales mix and manufacturing costs associated with the startup of the
Church & Dwight supply arrangement incurred in the first six months of fiscal
2000.

Net sales of the Fluids Purification Products segment for the first six months
of fiscal 2000 were $12,132,000, an increase of 4.8% over net sales of
$11,579,000 in the first six months of fiscal 1999. Increased domestic sales of
PURE-FLO(R) bleaching clays were the primary driver of the segment's growth in
sales, partially offset by competitive pressures in many of our overseas markets
that have led to some defensive pricing strategies to maintain market share.
Fluids Purification Products' operating income decreased 20.7% from $2,891,000
in the first six months of fiscal 1999 to $2,294,000 in the first six months of
fiscal 2000 due to a reduction in gross profit margins in our overseas markets
resulting from the defensive pricing strategies mentioned previously,
unfavorable manufacturing variances and costs associated with the startup of a
new line of rheological products.

Net sales of the Agricultural Products segment for the first six months of
fiscal 2000 were $9,037,000, a decrease of 19.4% from net sales of $11,209,000
in the first six months of fiscal 1999. This overall decline is due primarily to
sharply reduced demand for agricultural carriers as a result of a depressed farm
economy. Agricultural Products' operating income decreased 56.9% from $2,104,000
in the first

 14

six months of fiscal 1999 to $906,000 in the first six months of fiscal 2000,
primarily due to a decrease in sales of agricultural carriers, and unfavorable
sales mix and manufacturing variances, partially offset by the Company's return
on investment in Kamterter II.

Net sales of the Industrial and Automotive Products segment for the first six
months of fiscal 2000 were $9,066,000, an increase of 8.0% from net sales of
$8,391,000 in the first six months of fiscal 1999 due to increased sales volume
of clay-based industrial and automotive products. Industrial and Automotive
Products' operating income increased 113.9% from $251,000 in the first six
months of fiscal 1999 to $537,000 in the first six months of fiscal 2000 due to
incremental gross profit resulting from the increase in sales volume and price
increases put into effect during the past year, combined with a decrease in
operating expenses.

Consolidated gross profit as a percentage of net sales for the first six months
of fiscal 2000 decreased to 28.4% from 32.2% in the first six months of fiscal
1999 due to an unfavorable sales mix in the Consumer and Agricultural Products
segments, defensive pricing strategies in the overseas markets of the Fluids
Purification Products segment, manufacturing costs associated with the startup
of the Church & Dwight supply arrangement incurred in the first six months of
fiscal 2000, and increases in fuel prices.

Operating expenses as a percentage of net sales increased to 25.6% for the first
six months of fiscal 2000 from 24.1% in the first six months of fiscal 1999.
This increase is due primarily to the pre-tax restructuring charge of $1,239,000
recorded in the second quarter of fiscal 2000.

Interest expense increased $29,000, while interest income for the first six
months of fiscal 2000 decreased $151,000 from fiscal 1999 levels, primarily due
to lower levels of funds available for investment.

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

Total assets of the Company increased $2,109,000 or 1.6% during the first six
months of fiscal 2000. Current assets increased $1,984,000 or 3.7% from fiscal
1999 year-end balances primarily due to increases in accounts receivable and
inventory levels, partially offset by decreased cash and cash equivalents.
Property, plant and equipment, net of accumulated depreciation, decreased
$813,000 or 1.3% during the first half as depreciation expense exceeded new
capital expenditures.

Total liabilities increased $3,928,000 or 6.6% during the first six months of
fiscal 2000 due primarily to increased levels of long term notes payable,
Current liabilities decreased $46,000 or 0.3% from fiscal 1999 year-end balances
due to a decrease in the current maturities of notes payable and accounts
payable, partially offset by an increase in accrued expenses.

EXPECTATIONS

The Company anticipates net sales for the remainder of fiscal 2000 will be
approximately the same as net sales in the comparable period of fiscal 1999.
Sales of branded cat box absorbents are expected to increase slightly as
existing products and new product introductions gain incremental distribution.
However, sales growth of cat box absorbents is subject to continuing competition
for shelf space in the grocery, mass merchandiser and club markets. Sales of the
Company's fluids purification products and industrial and automotive products
are also expected to

 15

increase slightly in the remainder of fiscal 2000 from the comparable period in
fiscal 1999. Sales of the Company's agricultural products are expected to be
lower in the remainder of fiscal 2000 than in the comparable period of fiscal
1999 due primarily to low domestic crop prices and depressed export demand.

LIQUIDITY AND CAPITAL RESOURCES

The current ratio increased to 3.5 at January 31, 2000 from 3.3 at July 31,
1999. Working capital increased $2,030,000 during the first six months of fiscal
2000 to $39,171,000 due to both higher levels of current assets and slightly
lower levels of current liabilities, as previously discussed. During the first
six months of fiscal 2000, the balances of cash, cash equivalents and investment
securities decreased $1,380,000. Cash provided by operating activities
($1,061,000), increases in the Company's line of credit ($5,000,000), and cash
on hand ($4,362,000) were used to fund capital expenditures ($3,493,000),
purchases of the Company's common stock ($1,727,000), principal payments on
long-term debt ($1,246,000), and dividend payments ($965,000). Total cash and
investment balances held by the Company's foreign subsidiaries at January 31,
2000 and July 31, 1999 were $2,705,000 and $2,692,000, respectively.

THREE MONTHS ENDED JANUARY 31, 2000 COMPARED TO
THREE MONTHS ENDED JANUARY 31, 1999
RESULTS OF OPERATIONS

Consolidated net sales for the three months ended January 31, 2000 were
$45,880,000, a decrease of 3.3% over net sales of $47,435,000 in the second
quarter of fiscal 1999. Net loss for the three months ended January 31, 2000 was
($599,000), a decrease of 126.3% from $2,276,000 earned in last year's quarter.
Net loss per share for the three months ended January 31, 2000 was ($0.11) basic
net income per share and ($0.10) diluted net income per share versus $0.39 basic
net income per share and $0.38 diluted net income per share earned in the same
period last year. The decrease was due to a restructuring charge recorded in the
second quarter of fiscal 2000, ongoing manufacturing costs associated with the
startup of the Church & Dwight supply arrangement, a decrease in sales and
profitability in the Consumer Products segment, the decline in demand for
agricultural carriers, a decrease in profitability in the Fluids Purification
Products segment and increases in fuel prices. The restructuring charge, which
covered the costs of severance for certain eliminated positions and the
write-off of certain non-performing assets, reduced income before income taxes
by $1,239,000, net income by $879,000, and net income per share by $0.15 (basic
and diluted) for the second quarter of fiscal 2000.

Net sales of the Consumer Products segment for the three months ended January
31, 2000 were $30,951,000, a decrease of 3.4% over net sales of $32,050,000 in
the second quarter of fiscal 1999. This decrease was primarily due to decreased
sales in the grocery market, partially offset by incremental sales to Church &
Dwight. Consumer Products' operating income decreased 32.7% from $4,945,000 in
the second quarter of fiscal 1999 to $3,329,000 in the second quarter of fiscal
2000 due to a reduction in gross profit resulting from reduced sales, an
unfavorable sales mix, and ongoing manufacturing costs associated with the
startup of the Church & Dwight supply arrangement.

Net sales of the Fluids Purification Products segment for the three months ended
January 31, 2000 were $5,729,000, an increase of 2.8% over net sales of
$5,572,000 in the second quarter of fiscal 1999. Increased domestic sales of
PURE-FLO(R) bleaching clays were the primary driver of the segment's growth in
sales, partially offset by competitive pressures in many of our overseas markets
that have led to some defensive

 16

pricing strategies to maintain market share. Fluids Purification Products'
operating income decreased 28.7% from $1,379,000 in the second quarter of fiscal
1999 to $983,000 in the second quarter of fiscal 2000 due to a reduction in
gross profit margins in our overseas markets resulting from the defensive
pricing strategies mentioned previously, unfavorable manufacturing variances and
continuing costs associated with the startup of a new line of rheological
products.

Net sales of the Agricultural Products segment for the three months ended
January 31, 2000 were $4,734,000, a decrease of 15.6% from net sales of
$5,608,000 in the second quarter of fiscal 1999. This overall decline is due to
sharply reduced demand for agricultural carriers as a result of a depressed farm
economy. Agricultural Products' operating income decreased 60.4% from $1,023,000
in the second quarter of fiscal 1999 to $405,000 in the second quarter of fiscal
2000, primarily due to a decrease in sales of agricultural carriers, and
unfavorable sales mix and manufacturing variances, partially offset by the
Company's pro rata share of Kamterter II's net income.

Net sales of the Industrial and Automotive Products segment for the three months
ended January 31, 2000 were $4,466,000, an increase of 6.2% from net sales of
$4,205,000 in the second quarter of fiscal 1999 due to increased sales volume of
clay-based automotive and hardware products. Industrial and Automotive Products'
operating income increased 36.9% from $187,000 in the second quarter of fiscal
1999 to $256,000 in the second quarter of fiscal 2000 due to incremental gross
profit resulting from the increase in sales volume and price increases put into
effect during the past year, combined with a decrease in operating expenses.

Consolidated gross profit as a percentage of net sales for the three months
ended January 31, 2000 decreased to 26.3% from 32.1% in the second quarter of
fiscal 1999 due to unfavorable sales mixes in the Consumer and Agricultural
Products segments, defensive pricing strategies in the overseas markets of the
Fluids Purification Products segment, ongoing manufacturing costs associated
with the startup of the Church & Dwight supply arrangement, and increases in
fuel prices.

Operating expenses as a percentage of net sales increased to 27.0% for the three
months ended January 31,2000 from 24.0% in the second quarter of fiscal 1999.
This increase is due primarily to the pre-tax special charge of $1,239,000
recorded in the second quarter of fiscal 2000.

Interest expense increased $26,000, while interest income for the three months
ended January 31, 2000 decreased $68,000 from fiscal 1999 levels, primarily due
to lower levels of cash and cash equivalents and the consequently lower level of
funds available for investment.

The Company's effective tax rate was 29.0% of pre-tax income in the three months
ended January 31, 2000 versus 28.5% in the second quarter of fiscal 1999.

 17

FOREIGN OPERATIONS

Net sales by the Company's foreign subsidiaries for the six months ended January
31, 2000 were $7,311,000 or 8.0% of total Company sales. This represents a
decrease of $386,000 or 5.0% from the same period of fiscal 1999, in which
foreign subsidiary sales were $7,697,000 or 8.4% of total Company sales. This
decrease is due to reduced sales of fluids purification products in our overseas
markets due to defensive pricing strategies implemented to maintain share and
reduced bleaching clay usage by a major customer through increased efficiency of
operations. Net income of the foreign subsidiaries for the first six months of
fiscal 2000 was $346,000, an increase of $66,000 or 23.6% from $280,000 earned
in the same period of fiscal 1999. This increase was primarily due to improved
gross profit margins resulting from favorable changes in sales mix. Identifiable
assets of the Company's foreign subsidiaries as of January 31, 2000 were
$11,135,000, in line with identifiable assets of $11,129,000 as of January 31,
1999.

Net sales by the Company's foreign subsidiaries during the three months ended
January 31, 2000 were $3,702,000 or 8.0% of total Company sales. This represents
an increase of $61,000 or 1.7% from the second quarter of fiscal 1999 in which
foreign subsidiary sales were $3,641,000 or 7.7% of total Company sales. The
increase is due to increased sales of cat litter products in Canada and
industrial products in the United Kingdom, partially offset by reduced sales of
fluids purification products in overseas markets, as discussed above. Net income
of the foreign subsidiaries for the three months ended January 31, 2000 was
$99,000, an increase of $26,000 or 35.6% from $73,000 earned in the second
quarter of fiscal 1999. This increase was primarily due to the incremental gross
profit resulting from the growth in sales, as well as a reduction in advertising
expenditures in Canada.

RESTRUCTURING CHARGE

During the second quarter of fiscal 2000, the Company recorded a pre-tax
restructuring charge of $1,239,000 against income from operations, as follows:

           Severance costs             $604,000
           Non-performing asset         635,000
                                     ----------
           Restructuring charge      $1,239,000
                                     ==========

The severance costs are related to a realignment of the Company's personnel
costs to bring them more in line with current levels of sales and profitability.
The severance accrual represents 13 employees to be terminated and will be
completed by the fourth quarter of fiscal 2000. The majority of the positions to
be terminated are at the selling, general and administrative level.

The net book value of the non-performing asset consists of specific production
equipment that has been idled. The equipment had been used in the Agricultural
Products segment. Because management does not rely on segment asset allocation,
information regarding the results of operations for this specific asset cannot
be identified. However, the results are included in cost of sales. The net book
value of this asset is approximately 1% of the net book value of all fixed
assets outstanding as of January 31, 2000.

At the present time, the estimated annualized pretax payroll savings and
depreciation reduction expected to be realized from the charge is $1,500,000.
Approximately $1,200,000 of the cost reductions will be in Selling, General and
Administrative Expenses, with the remainder to Cost of Sales. The realization of
these benefits will begin in the third quarter of fiscal 2000. The pre-tax cash
flow benefit

 18

expected to be realized on an annualized basis approximates $1,250,000. Of the
total pre-tax annualized savings, approximately $250,000 will end by August 1,
2002.

YEAR 2000

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

As of the date of this report, the Company has not experienced any material
problems related to Y2K, nor has the Company received any significant complaints
regarding Y2K issues related to its products. Also, the Company is not aware of
any significant Y2K issues affecting the Company's major customers or suppliers.

The project to address Y2K had been underway since fiscal 1998. Total pre-tax
costs incurred were not material.

FORWARD-LOOKING STATEMENTS

Certain statements in this report, including, but not limited to, those under
the heading "Expectations" and those statements elsewhere in this report that
use forward-looking terminology such as "expect," "would," "could," "should,"
"estimates," and "believes" are "forward-looking statements" within the meaning
of that term in the Securities Exchange Act of 1934, as amended. Actual results
may differ materially from those reflected in these forward-looking statements,
due primarily to continued vigorous competition in the grocery, mass
merchandiser and club markets, the level of success of new products, and the
cost of product introductions and promotions in the consumer market. These
forward-looking statements also involve the risk of changes in market conditions
in the overall economy and, for the fluids purification and agricultural
markets, in planting activity, crop quality, crop prices and overall
agricultural demand, including export demand, and foreign exchange rate
fluctuations. Other factors affecting these forward-looking statements may be
detailed from time to time in reports filed with the Securities and Exchange
Commission.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company did not have any derivative financial instruments as of January 31,
2000. However, the Company is exposed to interest rate risk. The Company employs
policies and procedures to manage its exposure to changes in the market risk of
its cash equivalents and short term investments. The Company believes that the
market risk arising from holdings of its financial instruments is not material.

 19

                           PART II - OTHER INFORMATION

ITEM        4. (A) SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS: On
            December 7, 1999, the 1999 Annual Meeting of Stockholders of Oil-Dri
            Corporation of America was held for the purpose of considering and
            voting on:

            1.   The election of ten directors.

            2.   An amendment to the Company's 1995 Long Term Incentive Plan to
                 authorize an additional 500,000 shares (consisting of Common
                 Stock, Class A Common Stock and/or Class B Stock) for use under
                 the Plan.

            ELECTION OF DIRECTORS

            The following schedule sets forth the results of the vote to elect
            directors.

            DIRECTOR                    VOTES FOR    VOTES ABSTAINED*
                                                   
            J. Steven Cole             17,379,578        395,874
            Arnold W. Donald           17,379,868        395,584
            Ronald B. Gordon           17,380,413        395,039
            Daniel S. Jaffee           17,379,113        396,339
            Richard M. Jaffee          17,379,113        396,339
            Thomas D. Kuczmarski       17,380,413        395,039
            Joseph C. Miller           17,380,407        395,045
            Paul J. Miller             17,377,578        397,874
            Haydn H. Murray            17,377,378        398,074
            Allan H. Selig             17,378,578        396,874

            *All votes abstained were common shares.

            APPROVAL OF AMENDMENT TO THE OIL-DRI CORPORATION OF AMERICA
            1995 LONG TERM INCENTIVE PLAN

                                COMMON      CLASS B        TOTAL
                               ---------   ----------   ----------
                                               
            Votes For:         2,207,931   14,082,740   16,290,671
            Votes Against:       989,203           --      989,203
            Votes Abstained:      27,536           --       27,536
            Votes Withheld:      468,042           --      468,042

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

                                                                       Exhibit
                                                                         Index
                                                                        -------
                                                                     
              Exhibit 11:  Statement Re:  Computation of per               21
                           share earnings (Restated)
              Exhibit 27:  Financial Data Schedule (Restated)              22

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

 20

   SIGNATURES

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

   OIL-DRI CORPORATION OF AMERICA
     (Registrant)

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

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

   Dated:  August 14, 2000

 21

Exhibit 11

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

                                     -----------------------------------
                                       (in thousands, except per share
                                                   amounts)
                                      -----------------------------------
                                        Three Months         Six Months
                                      Ended January 31    Ended January 31
                                      -----------------   ----------------
                                         2000     1999       2000     1999
                                      (Restated)          (Restated)
                                      -----------------   ----------------
                                                       
Net income (loss) available to
    Stockholders (numerator)          $ (599)    $2,276   $  880   $4,304
                                      ======     ======   ======   ======

Shares Calculation
    (denominator):

Average shares outstanding -
    basic                              5,646      5,843    5,684    5,862

Effect of Dilutive
Securities:

Potential Common Stock
    relating to stock options            158        212      167      117
                                      ------     ------   ------   ------
Average shares outstanding -
    assuming dilution                  5,804      6,055    5,851    5,979
                                      ======     ======   ======   ======
Earnings (loss) per share-
    basic                             $(0.11)    $ 0.39   $ 0.15   $ 0.73
                                      ======     ======   ======   ======
Earnings (loss) per share-
    assuming dilution                 $(0.10)    $ 0.38   $ 0.15   $ 0.72
                                      ======     ======   ======   ======

 5

                 6-MOS
                           JUL-31-2000
                                JAN-31-2000
                                        2,988,000
                                  1,219,000
                                26,975,000
                                    397,000
                                  16,360,000
                             55,064,000
                                      135,846,000
                               73,811,000
                              135,859,000
                        15,893,000
                                      42,063,000
                                 0
                                           0
                                        724,000
                                   71,964,000
                135,859,000
                                      90,429,000
                             90,429,000
                                        64,765,000
                                64,765,000
                             22,743,000
                                 59,000
                            1,623,000
                               1,239,000
                                    359,000
                             880,000
                                        0
                                       0
                                             0
                                    880,000
                                        0.15
                                      0.15