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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                  SCHEDULE 13G

                   Under the Securities Exchange Act of 1934
                               (Amendment No. 8)*

                              Oil-Dri Corporation
                      ------------------------------------
                                (Name of Issuer)

                                 Common Stock
                      ------------------------------------
                         (Title of Class of Securities)

                                   677864100
                                  -----------
                                 (CUSIP Number)

Check the following box if a fee is being paid with this statement. [_] (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.

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

SEC 1745 (10-88)

 

- -----------------------                                  ---------------------
  CUSIP NO.  677864100              13G                    PAGE 2 OF 5 PAGES
- -----------------------                                  ---------------------
 
- ------------------------------------------------------------------------------
      NAME OF REPORTING PERSON
 1    S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
      ARIEL CAPITAL MANAGEMENT, INC.                      John W. Rogers, Jr.
      IRS ID # 36-3219058                                 SSN # ###-##-####     

- ------------------------------------------------------------------------------
      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 2    Not Applicable                                            (a) [_]
                                                                (b) [_]
                                                 
- ------------------------------------------------------------------------------
      SEC USE ONLY
 3

- ------------------------------------------------------------------------------
      CITIZENSHIP OR PLACE OF ORGANIZATION
 4    Illinois Corporation         

- ------------------------------------------------------------------------------
                          SOLE VOTING POWER
                     5    Ariel - 43,700                       Rogers - 0    
     NUMBER OF            
 
      SHARES       -----------------------------------------------------------
                          SHARED VOTING POWER
   BENEFICIALLY      6    Ariel - 0                            Rogers - 0
                          
     OWNED BY
                   -----------------------------------------------------------
       EACH               SOLE DISPOSITIVE POWER
                     7    Ariel - 43,700                       Rogers - 0
    REPORTING             
 
      PERSON       -----------------------------------------------------------
                          SHARED DISPOSITIVE POWER
       WITH          8    Ariel - 0                            Rogers - 0
                          
- ------------------------------------------------------------------------------
      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 9    Ariel - 43,700                                           Rogers - 0

- ------------------------------------------------------------------------------
      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10    Not Applicable

- ------------------------------------------------------------------------------
      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11    Ariel - 43,700/4,182,578 = 1.04%                        Rogers - 0%

- ------------------------------------------------------------------------------
      TYPE OF REPORTING PERSON*
12    Ariel - IA                                              Rogers - HC

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

                     *SEE INSTRUCTIONS BEFORE FILLING OUT!
* This report is being made on behalf of John W. Rogers, Jr., President and
principal shareholder of Ariel Capital Management, Inc., who may be deemed to
have beneficial ownership of the securities of the issuer. Mr. Rogers disclaims
beneficial ownership of shares held by Ariel Capital Management, Inc.

 
                                                     Date:    10/31/97
                                                           --------------
                                                             Page 3 of 5

Item 1(a)      Name of Issuer:

               Oil-Dri Corporation of America

Item 1(b)      Address of Issuer's Principal Executive Offices:

               520 N. Michigan Avenue, Chicago, IL 60611
             
Item 2(a)      Name of Person Filing:

               Ariel Capital Management, Inc.

Item 2(b)      Address of Principal Business Office:

               307 North Michigan Avenue, Chicago, IL 60601
             
Item 2(c)      Citizenship:
                
               an Illinois corporation

Item 2(d)      Title of Class of Securities:
        
               Common Stock

Item 2(e)      CUSIP Number:

               677864100
             
Item 3.        This statement is filed pursuant to Rule 13d-1(b) or 13d-2(b)
               and the person filing is an investment adviser registered under
               section 203 of the Investment Advisers Act of 1940.

Item 4.        Ownership.

               (a) Amount Beneficially Owned:  

                   (See Page 2, No. 9)

 
                                                     Date:    10/31/97
                                                           --------------
                                                             Page 4 of 5

               (b)  Percent of Class:  

                    (See Page 2, No. 11) 
                         
               (c)  Number of shares as to which each person has:

                    (i)   sole power to vote or to direct the vote 

                          (See Page 2, No. 5) 
                          
                    (ii)  shared power to vote or to direct the vote 

                          (See Page 2, No. 6)  
                         
                    (iii) sole power to dispose or to direct the disposition
                          of (See Page 2, No. 7)  

                    (iv)  shared power to dispose or to direct the disposition
                          of (See Page 2, No. 8)  

Item 5.        Ownership of Five Percent or Less of a Class.

                  If this statement is being filed to report the fact that as of
               the date hereof the reporting person has ceased to be the
               beneficial owner of more than five percent of the class of
               securities, check the following: [X]

Item 6.        Ownership of More than Five Percent on Behalf of Another Person.

                    All securities reported upon this Schedule are owned by
               investment advisory clients of Ariel Capital Management, Inc., no
               one of which to the knowledge of Ariel Capital Management, Inc.
               owns more than 5% of the class.

Item 7.        Identification and Classification of the Subsidiary Which
               Acquired the Security Being Reported on by the Parent Holding
               Company.

               Not Applicable.

Item 8.        Identification and Classification of Members of the Group.

               Not Applicable.

 
                                                     Date:    10/31/97
                                                           --------------
                                                             Page 5 of 5

                                   SIGNATURE

     The undersigned hereby agree that this statement is being filed on behalf 
of each of them and hereby certify, after reasonable inquiry and to the best of 
their knowledge and belief, that the information set forth in this statement is 
true, complete and correct.

                                 ARIEL CAPITAL MANAGEMENT, INC.

                                 By:
                                    ------------------------------------
                                        Eric T. McKissack
                                        Co-Chief Investment Officer and 
                                        Senior Vice President

                                  JOHN W. ROGERS, JR.*
                                  --------------------
                                  JOHN W. ROGERS, JR.

                                 *By:
                                     -----------------------------------
                                        Eric T. McKissack

Dated:  November 10, 1997
        -----------------

     * Eric T. McKissack signs this document on behalf of John W. Rogers, Jr. 
pursuant to the power of attorney attached as Exhibit 1 to the Schedule 13G 
filed with the Securities and Exchange Commission on or about January 10, 1994, 
on behalf of Ariel Capital Management, Inc. and John W. Rogers, Jr. with respect
to Oshkosh B'Gosh, Incorporated, which said power of attorney is hereby 
incorporated by reference.