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 April 30, 1997 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  - 5,218,755 Shares (Including 736,952 Treasury Shares)
Class B Stock - 2,016,763 Shares

                                       

                                       1

                      OIL-DRI CORPORATION OF AMERICA & SUBSIDIARIES
                               Consolidated Balance Sheets
                                        (Unaudited)

                                           ---------------------------------
                                              April 30         July 31
                                                1997             1996
                                           ---------------------------------
ASSETS
CURRENT ASSETS                                              
                                                              
Cash and Cash Equivalents                   $10,749,234     $10,113,544
Investment Securities, at Cost                1,509,000       1,594,000
Accounts Receivable                          19,194,119      20,666,623
Allowance for Doubtful Accounts                (272,482)       (225,970)
Inventories                                  10,391,103      11,737,068
Prepaid Expenses and Taxes                    5,251,942       4,325,061
                      Total Current Assets   46,822,916      48,210,326

PROPERTY, PLANT AND EQUIPMENT - AT COST
                                                              
Cost                                        114,242,453     112,943,046
Less Accumulated Depreciation and           (57,852,076)    (54,730,624)
  Amortization
                     Total Property, Plant
                        and Equipment, Net   56,390,377      58,212,422

OTHER ASSETS
                                                              
Goodwill (Net of Accumulated Amortization)    4,073,481       4,172,526
Deferred Income Taxes                         2,287,405       2,264,291
Other                                         5,109,618       4,833,303
                     Total Other Assets      11,470,504      11,270,120

TOTAL ASSETS                               $114,683,797    $117,692,868

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

                                       3

                  OIL-DRI CORPORATION OF AMERICA & SUBSIDIARIES
                           Consolidated Balance Sheets
                                   (Unaudited)

                                           ---------------------------------
                                              April 30         July 31
                                                1997             1996
                                           ---------------------------------
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES                                         
                                                              
Current Maturities of Notes Payable          $1,926,000      $1,626,762
Accounts Payable - Trade                      3,628,339       5,338,787
Dividends Payable                               479,550         519,610
Accrued Expenses                             10,197,815      10,326,518
            Total Current Liabilities        16,231,704      17,811,677

NONCURRENT LIABILITIES
                                                              
Notes Payable                                17,052,000      18,978,000
Deferred Compensation                         2,375,738       2,253,313
Other                                         1,650,529       1,420,382
            Total Noncurrent Liabilities     21,078,267      22,651,695

            Total Liabilities                37,309,971      40,463,372

STOCKHOLDERS' EQUITY
                                                              
Common Stock                                    723,552         723,552
Paid-In Capital in Excess of Par Value        7,670,818       7,660,600
Retained Earnings                            81,278,907      77,385,514
Cumulative Translation Adjustment           (   974,126)    ( 1,018,416)
                                             88,699,151      84,751,250
Less Treasury Stock, At Cost                (11,325,325)    ( 7,521,754)
            Total Stockholders' Equity       77,373,826      77,229,496

  TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $114,683,797    $117,692,868

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

                                       4

                     OIL-DRI CORPORATION OF AMERICA & SUBSIDIARIES
                Consolidated Statements of Income and Retained Earnings
                              Nine Months Ended April 30
                                      (Unaudited)

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

                                                        1997           1996

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

Net Sales                                          $119,319,414   $117,532,387
Cost Of Sales                                        83,328,206     82,398,383
Gross Profit                                         35,991,208     35,134,004
Selling, General And Administrative Expenses         27,371,950     30,803,160
Operating Income                                      8,619,258      4,330,844

OTHER INCOME (EXPENSE)
                                                                      
   Interest Expense                                (  1,349,511)  (  1,444,322)
   Interest Income                                      456,178        429,950
   Foreign Exchange Gain (Loss)                           8,385   (      4,231)
   Other, Net                                       (   240,278)       289,345
                                                    ( 1,125,226)  (    729,258)

Income Before Income Taxes                            7,494,032      3,601,586
Income Taxes                                          2,135,799      1,041,590
Net Income                                            5,358,233      2,559,996

RETAINED EARNINGS
                                                                     
   Balance at Beginning of Year                      77,385,514     76,033,462
   Less Cash Dividends Declared                       1,464,840      1,529,235

Retained Earnings - April 30                       $ 81,278,907   $ 77,064,223
Average Shares Outstanding                            6,644,428      6,818,940
Net Income Per Share                                      $0.81          $0.38

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
                              Three Months Ended April 30
                                      (Unaudited)

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

                                                       1997          1996

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

Net Sales                                           $36,002,060   $36,427,141
Cost Of Sales                                        25,937,585    25,274,538
Gross Profit                                         10,064,475    11,152,603
Selling, General And Administrative Expenses          8,047,324     9,957,996
Operating Income                                      2,017,151     1,194,607

OTHER INCOME (EXPENSE)
                                                               
   Interest Expense                                 (   432,766)  (   473,794)
   Interest Income                                      155,328       155,817
   Foreign Exchange Gain (Loss)                           4,205   (     3,361)
   Other, Net                                       (   115,684)      101,621
                                                    (   388,917)  (   219,717)

Income Before Income Taxes                            1,628,234       974,890
Income Taxes                                            464,047       304,968
Net Income                                          $ 1,164,187   $   669,922

                                                                    
Average Shares Outstanding                            6,582,374     6,803,484
Net Income Per Share                                $      0.18   $      0.10

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

                                       6

                      OIL-DRI CORPORATION OF AMERICA & SUBSIDIARIES
                          Consolidated Statements of Cash Flows
                           For the Nine Months Ended April 30
                                       (Unaudited)

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

                                                          1997           1996

                                                  -----------------------------
CASH FLOWS FROM OPERATING ACTIVITIES                                 

Net Income                                              $5,358,233    $2,559,996

Adjustments to Reconcile Net Income to Net Cash
  Provided by Operating Activities:
   Depreciation and Amortization                         5,669,517     5,982,566
   Provision for bad debts                                  25,000       156,752
   (Increase) Decrease in:
      Accounts Receivable                                1,494,016       475,912
      Inventories                                        1,345,965   ( 1,261,217)
      Prepaid Expenses and Taxes                        (  944,031)  (   594,242)
      Other Assets                                      (  308,329)  (   656,549)
   Increase (Decrease) in:
      Accounts Payable                                  (1,710,447)  (   785,376)
      Accrued Expenses                                  (  128,720)      802,116
      Deferred Compensation                                122,425       208,775
      Other                                                230,146       541,655
           Total Adjustments                             5,795,542     4,870,392

           Net Cash Provided by Operating Activities    11,153,775     7,430,388
 
CASH FLOWS FROM INVESTING ACTIVITIES

   Capital Expenditures                                ( 4,141,302)  ( 4,394,927)
   Proceeds from disposition of property, plant and
     equipment                                             555,232             -
   Purchases of Investment Securities                  (   315,000)  (   106,000)
   Dispositions of Investment Securities                   400,000       907,270
   Other                                               (   144,494)      111,947
           Net Cash Used in Investing Activities       ( 3,645,564)  ( 3,481,710)
 
CASH FLOWS FROM FINANCING ACTIVITIES
                                                                     
   Principal Payments on Long-Term Debt                ( 1,626,762)  (   346,855)
   Dividends Paid                                      ( 1,485,368)  ( 1,528,785)
   Foreign Currency Translation Adjustment                  43,180   (    21,319)
   Purchases of Treasury Stock                         ( 3,803,571)  ( 1,599,232)
                Net Cash Used In Financing Activities  ( 6,872,521)  ( 3,496,191)

Net Increase in Cash and Cash Equivalents                  635,690       452,487
Cash and Cash Equivalents, Beginning of Year            10,113,544     8,829,667
Cash and Cash Equivalents, April 30                    $10,749,234   $ 9,282,154

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

                                       7

                      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, 1996,  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.

2. INVENTORIES

The composition of inventories is as follows:

                              -----------------------------
                                April 30       July 31
                               (Unaudited)   (Unaudited)
                              -----------------------------
                                  1997           1996
                              -----------------------------

Finished goods                  $6,400,681    $6,728,150
Packaging                        3,232,715     3,754,087
Other                              757,707     1,254,831
                               $10,391,103   $11,737,068

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

                                       8

MANAGEMENT DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

NINE MONTHS ENDED APRIL 30, 1997 COMPARED TO NINE
MONTHS ENDED APRIL 30, 1996

RESULTS OF OPERATIONS

Consolidated   net  sales  for  the  nine  months  ended  April  30,  1997  were
$119,319,000,  an increase of 1.5% over net sales of  $117,532,000  in the first
nine months of fiscal 1996.  Net income for the first nine months of fiscal 1997
was  $5,358,000  or $0.81 per share,  an increase of 109.3% from  $2,560,000  or
$0.38 per share earned in the nine months ended April 30, 1996. Net sales of cat
box  absorbents  increased  $3,091,000,  or 4.5% over prior year  amounts,  even
though sales to Sam's Club were down approximately  $3,549,000 in the first nine
months  compared  to the same  period of last  year.  The growth  resulted  from
increased  sales of branded and private  label  products in both the grocery and
mass merchandising  markets.  Net sales of agricultural and fluids  purification
products  increased  $2,004,000,  or 7.6%, from the comparable  period in fiscal
1996. The higher sales resulted from  increased  demand for AGSORB  carriers as
well as PURE-FLO Supreme fluids purification  products. Net sales of industrial
and  environmental  sorbents  decreased  $1,113,000,  or 8.5%,  from  prior year
levels.  The decrease was due to an increased  internal  focus on  profitability
versus sales growth and open positions in the sales force  responsible for these
products  during  the  first  quarter.  Net  sales  of  transportation  services
decreased  $1,227,000  or 17.4% from the first nine months of fiscal 1996 due to
lower  backhaul  revenue  resulting  from a reduction  in the  Company's  fleet.
Consolidated gross profit as a percentage of net sales for the nine months ended
April 30, 1997 increased to 30.2% from 29.9% in the comparable  period of fiscal
1996. Changes in sales mix and a Company-wide effort to reduce costs contributed
to this increase.  Operating  expenses as a percentage of net sales decreased to
22.9% in the first nine  months of fiscal  1997 from 26.2% in the same period of
fiscal 1996. This decrease is primarily  attributable  to lower  advertising and
promotion  costs  for the new  consumer  products  introduced  last year and the
one-time  charge in the second  quarter of fiscal 1996 of  $921,000,  reflecting
settlement cost and legal fees related to patent  litigation.  Interest  expense
decreased  $95,000  while  interest  income  increased  $26,000.  The  Company's
effective tax rate was $28.5% of pre-tax income in the first nine months of 1997
as  compared  to 28.9% for the same  period of fiscal  1996.  The  assets of the
Company  decreased  $3,009,000  during  the first  nine  months of fiscal  1997.
Current assets decreased $1,387,000, or 2.9%, from fiscal 1996 year end balances
primarily due to decreased accounts receivable and inventories, partially offset
by higher prepaid expenses and cash and cash  equivalents.  Property,  plant and
equipment,  net of accumulated  depreciation,  decreased  $1,822,000  during the
first nine months due to depreciation  expense exceeding  capital  expenditures.
Total liabilities in the nine months ended April 30, 1997 decreased  $3,153,000,
due primarily to the  repayment of long-term  debt and lower  accounts  payable.
Current  liabilities  decreased  $1,580,000 or 8.9% from July 31, 1996 balances,
due to lower accounts payable,  partially offset by higher current maturities of
notes payable.

                                       9

EXPECTATIONS

The  Company  anticipates  sales  during the  remainder  of fiscal  1997 will be
slightly  higher than the sales in the fourth  quarter of fiscal 1996.  Sales of
branded cat box absorbents are expected to increase  moderately.  However,  this
sales  growth is  subject  to  continuing  competition  for  shelf  space in the
grocery,   mass   merchandiser  and  club  markets.   The  Company  expects  the
profitability  of these  products to  favorably  impact  earnings as spending on
advertising  and promotion  remains at lower levels  throughout the remainder of
the current fiscal year as compared to last year.  Sales of the Company's fluids
purification  products are also expected to increase compared to the same period
of fiscal 1996.  Demand for AGSORB  carriers is expected to remain soft for the
remainder of the fiscal year.  The foregoing  statements  under this heading are
"forward looking  statements"  within the meaning of that term in the Securities
Exchange  Act of 1934,  as  amended.  Actual  results  may be lower  than  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 new product introductions and
promotions in consumer markets.  These  forward-looking  statements also involve
the risk of changes in market  conditions  in the overall  economy  and, for the
agricultural and fluids purification  division,  in the planting activity,  crop
quality and overall agricultural demand, including export demand.
LIQUIDITY AND CAPITAL RESOURCES

The current ratio  increased to 2.9 at April 30, 1997 from 2.7 at July 31, 1996.
Working  capital  increased  $192,000 in the nine months ended April 30, 1997 to
$30,591,000.  Cash provided by operations  continues to be the Company's primary
source of funds to finance investing needs and financing activities.  During the
nine months ended April 30, 1997,  the balances of cash,  cash  equivalents  and
other investments  increased $551,000.  Cash provided by operating activities of
$11,154,000 was used to fund capital expenditures ($4,141,000), purchases of the
Company's common stock ($3,804,000), reduction of debt ($1,627,000), and payment
of  dividends  ($1,485,000).  Total  cash and  investment  balances  held by the
Company's  foreign  subsidiaries  at April  30,  1997 and  July  31,  1996  were
$2,902,000 and $2,594,000 respectively.

THREE MONTHS ENDED APRIL 30, 1997 COMPARED TO
THREE MONTHS ENDED APRIL 30, 1996

Consolidated  net  sales  for  the  three  months  ended  April  30,  1997  were
$36,002,000,  a  decrease  of 1.2%  from net sales of  $36,427,000  in the third
quarter of fiscal 1996. Net income for the three months ended April 30, 1997 was
$1,164,000 or $0.18 per share, an increase of 73.8% from $670,000,  or $0.10 per
share, earned in last year's quarter.  Net sales of cat box absorbents increased
$583,000 or 2.9% from fiscal 1996 third  quarter  results.  The growth  resulted
from  increased  sales of branded and private label products in both the grocery
and mass merchandiser markets. Net sales of agricultural and fluids purification
products  decreased  $7,000,  or 0.1% from the comparable period in fiscal 1996.
The lower sales resulted from decreased demand for AGSORB  carriers,  partially
offset by an increase in demand for PURE-FLO  Supreme and  ULTRA-CLEAR  fluids
purification  products.  Net  sales of  industrial  and  environmental  sorbents
decreased $235,000,  or 5.5%, from prior year third quarter levels. The decrease
was due to an increased focus on profitability versus sales growth. Net sales of
transportation  services  decreased  $403,000 or 17.0% from the third quarter of
fiscal 1996 due to lower  backhaul  revenue  resulting  from a reduction  in the
Company's fleet.

                                       10

Consolidated  gross  profit as a  percentage  of net sales for the three  months
ended April 30, 1997 decreased to 28.0% from 30.6% in the  comparable  period of
fiscal 1996.  Lower levels of plant  production  resulting in  unabsorbed  fixed
plant costs contributed to the decrease.  Operating  expenses as a percentage of
net sales  decreased to 22.4% in the third  quarter of fiscal 1997 from 27.3% in
the same  quarter of the prior year.  This  decrease is  primarily  due to lower
advertising  and promotion costs for the new consumer  products  introduced last
year.  Interest expense  decreased  $41,000 while interest income was unchanged.
The  Company's  effective  tax rate was  28.5% of  pre-tax  income  in the third
quarter of 1997 as compared to 31.3% for the third quarter of fiscal 1996.

FOREIGN OPERATIONS

Net sales by the Company's foreign  subsidiaries for the nine months ended April
30, 1997 were  $9,036,000,  or 7.6% of total Company sales.  This  represents an
increase  of  $9,000  from the same  period  of fiscal  1996,  in which  foreign
subsidiary sales were $9,027,000,  or 7.7% of total Company sales. Net income of
the foreign  subsidiaries  for the first nine months of fiscal 1997 was $431,000
compared with $357,000 in the same period of fiscal 1996. Identifiable assets of
the Company's  foreign  subsidiaries as of April 30, 1997 were  $10,284,000,  an
increase of  $1,248,000  from  $9,036,000  as of July 31, 1996.  The increase is
primarily  due to  higher  prepaid  expenses,  inventories,  and  cash  and cash
equivalents.  Net sales of the Company's  foreign  subsidiaries  for the quarter
ended April 30,  1997 were  $2,916,000,  or 8.1% of total  Company  sales.  This
represents an increase of $103,000 or 3.7% from the third quarter of fiscal 1996
in which  foreign  subsidiary  sales were  $2,813,000,  or 7.7% of total Company
sales.  Net income of the foreign  subsidiaries  for the third quarter of fiscal
1997 was flat compared to $82,000 in the same period of fiscal 1996.

                                       11

Part II - Other Information

ITEM 1. Legal  Proceedings - Previous 10-Q's have reported the February 13, 1996
disposition  of a patent  infringement  action that had been initiated by Edward
Lowe Industries, Inc.

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

                         Exhibit 11: Statement Re: Computation of per share 
                                     earnings.
 
                         Exhibit 27: Financial Data Schedule

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

                                       12

   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/Michael L. Goldberg        
      Michael L. Goldberg
      Vice President and Chief Financial Officer

   BY /s/Daniel S. Jaffee           
      Daniel S. Jaffee
      President and Chief Operating Officer

   Dated:   June 12, 1997

                                       13

                                                                      Exhibit 11

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

- --------------------------------------------------------------------------------------------
                                                                                Average
                                                                             Shares-(Weighted
                                                                             Shares)Number
                                          Number    Number of                  of Days As
                                          of Days    Shares       Weighted      Adjusted
   Quarter End             Period                  Outstanding     Shares
- --------------------------------------------------------------------------------------------
                                                   
April 30, 1997     02/01/97 to 02/23/97        23     6,616,951  152,189,873
                   02/24/97 to 02/26/97         3     6,605,251   19,815,753
                   02/27/97 to 02/27/97         1     6,596,751    6,596,751
                   02/28/97 to 03/02/97         3     6,595,251   19,785,753
                   03/03/97 to 03/05/97         3     6,564,966   19,694,898
                   03/06/97 to 03/13/97         8     6,539,966   52,319,728
                   03/14/97 to 03/16/97         3     6,534,966   19,604,898
                   03/17/97 to 03/17/97         1     6,529,466    6,529,466
                   03/18/97 to 03/18/97         1     6,521,066    6,521,066
                   03/19/97 to 03/23/97         5     6,516,066   32,580,330
                   03/24/97 to 04/01/97         9     6,508,566   58,577,094
                   04/02/97 to 04/30/97        29     6,498,566  188,458,414
                                          --------
                                                                -------------
                                                                               
                                               89                582,674,024      6,546,899
- -----------------------------------------------------------------------------

Assuming exercise of options reduced by the number of shares which could
have been purchased with the proceeds from exercise of such options.
                                                                                     
                                                                                     35,475
                                                                             ---------------
                                                                                     
                                                                                  6,582,374
                                                                             ---------------

- --------------------------------------------------------------------------------------------
                                                                                Average
                                                                             Shares-(Weighted
                                                                             Shares)Number
                                          Number    Number of                  of Days As
                                          of Days    Shares       Weighted      Adjusted
   Quarter End             Period                  Outstanding     Shares
- --------------------------------------------------------------------------------------------
                                              
April 30, 1996     02/01/96 to 03/04/96        33     6,812,922  224,826,426
                   03/05/96 to 03/06/96         2     6,809,422   13,618,844
                   03/07/96 to 03/18/96        12     6,802,922   81,635,064
                   03/19/96 to 04/30/96        43     6,796,122  292,233,246
                                          --------              -------------
                                                                               
                                               90                612,313,580      6,803,484
                                          --------
- -----------------------------------------------------------------------------

Assuming exercise of options reduced by the number of shares which could
have been purchased with the proceeds from exercise of such options.
                                                                                          0
                                                                             ---------------
                                                                                     
                                                                                  6,803,484
                                                                             ---------------

                                       14

                                                              Exhibit 11(Cont'd)

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

- --------------------------------------------------------------------------------------------
                                                                                 Average
                                                                               Shares-(Weighted
                                                                                 Shares)
                                          Number    Number of                   Number of
                                          of Days    Shares        Weighted      Days As
Nine Months Ended          Period                  Outstanding      Shares       Adjusted
- --------------------------------------------------------------------------------------------
                                                
  April 30, 1997   08/01/96 to 09/24/96        55     6,736,451    370,504,805
                   09/25/96 to 09/25/96         1     6,733,951      6,733,951
                   09/26/96 to 09/26/96         1     6,717,551      6,717,551
                   09/27/96 to 09/29/96         3     6,710,451     20,131,353
                   09/30/96 to 09/30/96         1     6,708,451      6,708,451
                   10/01/96 to 10/01/96         1     6,705,251      6,705,251
                   10/02/96 to 10/02/96         1     6,702,251      6,702,251
                   10/03/96 to 10/14/96        12     6,701,751     80,421,012
                   10/15/96 to 10/15/96         1     6,698,451      6,698,451
                   10/16/96 to 10/16/96         1     6,695,751      6,695,751
                   10/17/96 to 10/17/96         1     6,690,251      6,690,251
                   10/18/96 to 10/28/96        11     6,678,051     73,458,561
                   10/29/96 to 11/25/96        28     6,670,051    186,761,428
                   11/26/96 to 12/01/96         6     6,666,551     39,999,306
                   12/02/96 to 12/05/96         4     6,664,051     26,656,204
                   12/06/96 to 12/12/96         7     6,661,551     46,630,857
                   12/13/96 to 12/18/96         6     6,660,651     39,963,906
                   12/19/96 to 01/02/97        15     6,658,751     99,881,265
                   01/03/97 to 01/06/97         4     6,648,751     26,595,004
                   01/07/97 to 01/19/97        13     6,646,851     86,409,063
                   01/20/97 to 01/20/97         1     6,646,751      6,646,751
                   01/21/97 to 02/23/97        34     6,616,951    224,976,334
                   02/24/97 to 02/26/97         3     6,605,251     19,815,753
                   02/27/97 to 02/27/97         1     6,596,751      6,596,751
                   02/28/97 to 03/02/97         3     6,595,251     19,785,753
                   03/03/97 to 03/05/97         3     6,564,966     19,694,898
                   03/06/97 to 03/13/97         8     6,539,966     52,319,728
                   03/14/97 to 03/16/97         3     6,534,966     19,604,898
                   03/17/97 to 03/17/97         1     6,529,466      6,529,466
                   03/18/97 to 03/18/97         1     6,521,066      6,521,066
                   03/19/97 to 03/23/97         5     6,516,066     32,580,330
                   03/24/97 to 04/01/97         9     6,508,566     58,577,094
                   04/02/97 to 04/30/97        29     6,498,566    188,458,414
                                          --------              ---------------
                                                                               
                                              273                1,813,171,908    6,641,655
                                          --------              ---------------
- ----------------------------------------------------------------

Assuming exercise of options reduced by the number of shares which could have
been purchased with the proceeds from exercise of such options.
                                                                                     
                                                                                      2,773
                                                                               -------------
                                                                                     
                                                                                  6,644,428
                                                                               -------------

                                       15

                                                              Exhibit 11(Cont'd)

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

- --------------------------------------------------------------------------------------------
                                                                                 Average
                                                                               Shares-(Weighted
                                                                                 Shares)
                                          Number    Number of                   Number of
                                          of Days    Shares        Weighted      Days As
Nine Months Ended          Period                  Outstanding      Shares       Adjusted
- --------------------------------------------------------------------------------------------
                                                
  April 30, 1996     08/01/95 to 08/08/95       8     6,901,322     55,210,576
                     08/09/95 to 10/10/95      63     6,841,322    431,003,286
                     10/11/95 to 10/11/95       1     6,814,922      6,814,922
                     10/12/95 to 03/04/96     145     6,812,922    987,873,690
                     03/05/96 to 03/06/96       2     6,809,422     13,618,844
                     03/07/96 to 03/18/96      12     6,802,922     81,635,064
                     03/19/96 to 04/30/96      43     6,796,122    292,233,246
                                          --------              ---------------
                                                                               
                                              274                1,868,389,628    6,818,940
- -------------------------------------------------------------------------------

Assuming exercise of options reduced by the number of shares which could have
been purchased with the proceeds from exercise of such options.
                                                                                       
                                                                                          0
                                                                                -------------

                                                                                  6,818,940
                                                                                -------------

 5

                   9-MOS
                          JUL-31-1997
                               APR-30-1997
                                      10,749,234
                                 1,509,000
                               19,194,119
                                   272,482
                                 10,391,103
                            46,822,916
                                     114,242,453
                            (57,852,076)
                             114,683,797
                       16,231,704
                                     17,052,000
                                0
                                          0
                                       723,552
                                  77,373,826
               114,683,797
                                    119,319,414
                           119,319,414
                                       83,328,206
                               83,328,206
                            27,122,665
                                25,000
                           1,349,511
                              7,494,032
                                 2,135,799
                          5,358,233
                                       0
                                      0
                                            0
                                 5,358,233
                                     0.81
                                     0.81