1

                       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 January 31, 2001 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, Suite 400
               CHICAGO, ILLINOIS                          60611-4213
       ------------------------------------               ----------
     (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  - 5,470,435 Shares (Including 1,279,769 Treasury Shares)
Class B Stock - 1,765,083 Shares (Including 342,241 Treasury Shares)

 2

                                    CONTENTS

                                                                          PAGE
                                     PART I

ITEM 1: Financial Statements And Supplementary Data..........................3

ITEM 2: Management Discussion And Analysis Of Financial Condition
        And The Results Of Operations.......................................14

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

                                     PART II

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)

                                                      -----------------------
ASSETS                                                JANUARY 31   JULY 31
                                                         2001        2000
                                                      -----------------------

CURRENT ASSETS
                                                             
Cash and Cash Equivalents                              $     469   $   1,388
Investment Securities                                      1,230       1,219
Accounts Receivable, less allowance of $1,062
and $836 at January 31, 2001 and July 31, 2000,
  respectively                                            28,291      24,438
Inventories                                               15,941      16,928
Income taxes receivable                                    1,864       2,267
Prepaid Expenses                                           7,825       7,719
                                                       ---------   ---------
           TOTAL CURRENT ASSETS                           55,620      53,959
                                                       ---------   ---------

PROPERTY, PLANT AND EQUIPMENT - AT COST
Cost                                                     137,883     135,645
Less Accumulated Depreciation and Amortization           (80,163)    (76,033)
                                                       ---------   ---------
           TOTAL PROPERTY, PLANT AND                      57,720      59,612
           EQUIPMENT, NET                              ---------   ---------

OTHER ASSETS
Goodwill & Intangibles, net of accumulated
  amortization of $3,221 and $2,664 at January
31, 2001 and July 31, 2000, respectively                   9,995      10,324
Deferred Income Taxes                                      2,606       2,606
Other                                                      6,392       6,343
                                                       ---------   ---------
           TOTAL OTHER ASSETS                             18,993      19,273
                                                       ---------   ---------

TOTAL ASSETS                                           $ 132,333   $ 132,844
                                                       =========   =========

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)

                                                       ------------------------
LIABILITIES & STOCKHOLDERS' EQUITY                     JANUARY 31    JULY 31
                                                         2001        2000
                                                       ------------------------

CURRENT LIABILITIES

Current Maturities of Notes Payable                     $   2,150   $   1,750
Accounts Payable                                            5,580       4,804
Dividends Payable                                             473         473
Accrued Expenses                                           10,279       8,057
                                                        ---------   ---------
           TOTAL CURRENT LIABILITIES                       18,482      15,084
                                                        ---------   ---------

NONCURRENT LIABILITIES
Notes Payable                                              36,607      39,434
Deferred Compensation                                       2,712       3,112
Other                                                       2,375       2,250
                                                        ---------   ---------
           TOTAL NONCURRENT LIABILITIES                    41,694      44,796
                                                        ---------   ---------

           TOTAL LIABILITIES                               60,176      59,880
                                                        ---------   ---------

STOCKHOLDERS' EQUITY

Common Stock, par value $.10 per share, issued
  5,470,435 shares at January 31, 2001 and July
  31, 2000                                                    547         547
Class B Stock, par value $.10 per share, issued
  1,765,083 shares at January 31, 2001 and July
  31, 2000                                                    177         177
Additional Paid-In Capital                                  7,674       7,698
Retained Earnings                                          89,983      90,757
Restricted Unearned Stock Compensation                        (33)        (10)
Cumulative Translation Adjustment                          (1,355)     (1,310)
                                                        ---------    --------
                                                           96,993      97,859

Less Treasury Stock, at cost (1,279,769 Common
  shares and 342,241 Class B shares at January
  31, 2001, and 1,283,769 Common shares and
  342,241 Class B shares at July 31, 2000)                (24,836)    (24,895)
                                                        ---------    --------

           TOTAL STOCKHOLDERS' EQUITY                      72,157      72,964
                                                        ---------    --------

TOTAL LIABILITIES & STOCKHOLDERS' EQUITY                $ 132,333   $ 132,844
                                                        =========   =========

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
                                                     -------------------------
                                                         2001        2000
                                                                  (RESTATED)
                                                     -------------------------
                                                              
NET SALES                                              $  89,757    $  90,429
Cost Of Sales                                             66,975       64,765
                                                       ---------    ---------
GROSS PROFIT                                              22,782       25,664
Selling, General And Administrative Expenses              21,150       21,900
Restructuring Charge                                           0        1,239
                                                       ---------    ---------
INCOME FROM OPERATIONS                                 $   1,632    $   2,525

OTHER INCOME (EXPENSE)

   Interest Expense                                       (1,514)      (1,623)
   Interest Income                                           158          109
   Other, Net                                                (45)         228
                                                      ----------    ---------
      TOTAL OTHER EXPENSE, NET                            (1,401)      (1,286)
                                                       ---------    ---------

INCOME BEFORE INCOME TAXES                                   231        1,239
Income Taxes                                                  59          359
                                                       ---------    ---------
NET INCOME                                                   172          880

RETAINED EARNINGS
   Balance at Beginning of Year                           90,757       90,430
   Less Cash Dividends Declared                              946          954
                                                       ---------    ---------
RETAINED EARNINGS - JANUARY 31                         $  89,983    $  90,356
                                                       =========    =========

NET INCOME PER SHARE
   BASIC                                               $    0.03    $    0.15
                                                       =========    =========
   DILUTIVE                                            $    0.03    $    0.15
                                                       =========    =========

AVERAGE SHARES OUTSTANDING

   BASIC                                                   5,611        5,684
                                                         =======      =======
   DILUTIVE                                                5,612        5,851
                                                         =======      =======

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

 6
                OIL-DRI CORPORATION OF AMERICA & SUBSIDIARIES
                        STATEMENTS OF CONSOLIDATED INCOME
                            (IN THOUSANDS OF DOLLARS)
                                   (UNAUDITED)

                                             -------------------------
                                             FOR THE SIX MONTHS ENDED
                                                    JANUARY 31
                                             -------------------------
                                                 2001        2000
                                                          (RESTATED)
                                             -------------------------
                                                        
NET INCOME                                       $   172      $   880

OTHER COMPREHENSIVE INCOME:
   Cumulative Translation Adjustments                (45)         (13)
                                                 -------      -------
TOTAL COMPREHENSIVE INCOME                       $   127      $   867
                                                 =======      =======

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
                                             -------------------------
                                                 2001        2000
                                                          (RESTATED)
                                             -------------------------
                                                      
NET SALES                                      $  46,408    $  45,880
Cost Of Sales                                     35,263       33,796
                                               ---------    ---------
GROSS PROFIT                                      11,145       12,084
Selling, General And Administrative Expenses      10,925       11,133
Restructuring Charge                                   0        1,239
                                               ---------    ---------
INCOME (LOSS) FROM OPERATIONS                        220         (288)

OTHER INCOME (EXPENSE)                              (745)        (828)
   Interest Expense                                  114           48
   Interest Income                                    60          224
                                               ---------    ---------
   Other, Net                                       (571)        (556)
                                               ---------    ---------
      TOTAL OTHER EXPENSE, NET

LOSS BEFORE INCOME TAXES                            (351)        (844)
Income Tax Benefits                                  (90)        (245)
                                               ---------    ---------
NET LOSS                                            (261)        (599)
                                               =========    =========

NET INCOME (LOSS) PER SHARE
   BASIC                                       $   (0.05)   $   (0.11)
                                               =========    =========
   DILUTIVE                                    $   (0.05)   $   (0.10)
                                               =========    =========

AVERAGE SHARES OUTSTANDING
   BASIC                                           5,612        5,646
                                                 =======      =======
   DILUTIVE                                        5,612        5,804
                                                 =======      =======

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

 8
                OIL-DRI CORPORATION OF AMERICA & SUBSIDIARIES
                        STATEMENTS OF CONSOLIDATED INCOME
                            (IN THOUSANDS OF DOLLARS)
                                   (UNAUDITED)

                                             -------------------------
                                               FOR THE THREE MONTHS
                                                       ENDED
                                                    JANUARY 31
                                             -------------------------
                                                 2001        2000
                                                          (RESTATED)
                                             -------------------------

NET INCOME                                      $   (261)    $   (599)

Other Comprehensive Income:
   Cumulative Translation Adjustments                  8           (3)
                                                --------     --------
TOTAL COMPREHENSIVE INCOME                      $   (253)    $   (602)
                                                ========     ========

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                       2001       2000
- ------------------------------------                                (RESTATED)
                                                        -----------------------
                                                                
NET INCOME                                               $    172     $    880

Adjustments to Reconcile Net Income to Net Cash
  Provided by Operating Activities:
   Depreciation and Amortization                            4,564        4,547
   Non-Cash Restructuring Charge                                0        1,239
   Provision for bad debts                                    230           59
   (Increase) Decrease in:
      Accounts Receivable                                  (4,083)      (1,272)
      Inventories                                             987       (1,195)
      Prepaid Expenses and Taxes                              297         (956)
      Deferred Income Taxes                                     0            4
      Other Assets                                            (69)      (1,178)
   Increase (Decrease) in:
      Accounts Payable                                        776         (127)
      Accrued Expenses                                      2,322       (1,001)
      Deferred Compensation                                  (401)        (120)
      Special Charge Reserve                                 (100)          --
      Other                                                   125          181
                                                         --------     --------
           TOTAL ADJUSTMENTS                                4,648          181
                                                         --------     --------
   NET CASH PROVIDED BY OPERATING ACTIVITIES                4,820        1,061
                                                         --------     --------

CASH FLOWS FROM INVESTING ACTIVITIES

   Capital Expenditures                                    (2,641)      (3,493)
   Proceeds from sale of property, plant and                  180           12
equipment

   Purchases of Investment Securities                      (1,230)      (1,219)
   Dispositions of Investment Securities                    1,219        1,225
   Other                                                      128           (8)
                                                         --------     --------

   NET CASH USED IN INVESTING ACTIVITIES                   (2,344)      (3,483)
                                                         --------     --------

CASH FLOWS FROM FINANCING ACTIVITIES

   Principal Payments on Long-Term Debt                    (2,427)      (1,246)
   Proceeds from Issuance of Long-Term Debt                     0        5,013
   Dividends Paid                                            (946)        (965)
   Purchases of Treasury Stock                                  0       (1,727)
   Other                                                      (22)         (27)
                                                         --------     --------
   NET CASH (USED IN) PROVIDED BY FINANCING                (3,395)       1,048
                                                         --------     --------
ACTIVITIES

NET DECREASE IN CASH AND CASH EQUIVALENTS                    (919)      (1,374)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR                1,388        4,362
                                                         --------     --------
CASH AND CASH EQUIVALENTS, JANUARY 31                    $    469     $  2,988
                                                         ========     ========

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, 2000, 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 2001.

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 a review of trade spending in
the Consumer Products segment showed that the Company's accruals for marketing
expenses should be increased and sales should be decreased. The restatement had
the effect of decreasing income before tax by $1,323,000, net income by
$939,000, basic income per share by $0.17 and diluted net income per share by
$0.16 for the six months ended January 1, 2000. At January 31, 2000, the
restatement increased accrued expenses, net of the related income tax reduction,
by $316,000, decreased accounts receivable, net of the related income tax
reduction, by $623,000 and decreased retained earnings by $939,000.

3. 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 were related to a realignment of the Company's personnel
costs to bring them more in line with current levels of sales

 11

and  profitability.  The majority of the positions  terminated  were at the
selling, general and administrative level.

The net book value of the non-performing asset consisted of specific production
equipment that was idled. The equipment had been used in the Crop Production and
Horticultural 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.

4. INVENTORIES

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

                           ----------------------------
                               JANUARY 31    JULY 31
                              (UNAUDITED)    (AUDITED)
                           ----------------------------
                                 2001          2000
                           ----------------------------
                                        
Finished goods                $  9,079        $ 10,251
Packaging                        5,073           5,273
Other                            1,789           1,404
                              --------        --------
                              $ 15,941        $ 16,928
                              ========        ========

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

5.  NEW ACCOUNTING STANDARDS AND PRONOUNCEMENTS

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.
Implementation of this statement, which was adopted October 31, 2000, did not
have a material financial statement impact.

In May 2000, the Emerging Issues Task Force (EITF) issued its conclusion on EITF
No. 00-14, "Accounting for Certain Sales Incentives." The EITF concluded that
certain coupon expenses should be reported as a reduction of sales rather than a
marketing expense. The Company is currently required to adopt this change by
July 2001 and restate prior periods. When adopted, the Company's net sales will
be reduced by certain sales incentives, resulting in lower net sales and a
corresponding reduction in merchandising expenses. The amount of the
reclassification has not been finalized but is not expected to have a material
impact upon the Company's financial statements.

6.  SEGMENT REPORTING

The Company has four reportable operating segments: Consumer Products Group,
Specialty Products Group, Crop Production and Horticultural

 12

Products  Group,  and  Industrial  and  Automotive  Products  Group.  These
segments are managed  separately  because each business has  different  economic
characteristics. The Specialty Products Group was previously described as Fluids
Purification  Products, and the Crop Production and Horticultural Products Group
was  described  as  the  Agricultural  Products  Group.  In  addition,   certain
businesses  were  transferred  between  the Crop  Production  and  Horticultural
Products Group and the Specialty Products Group as described below.
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, 2000 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.

                                         ------------------------------------
                                              Six Months Ended January 31
                                          ------------------------------------
                                             Net Sales      Operating Income
                                          ------------------------------------
                                           2001     2000     2001      2000
                                                 (restated)         (restated)
                                          -------  -------- --------  --------
                                                    (in thousands)
                                                          
Consumer Products Group.................. $59,992  $60,194  $ 5,152   $ 7,810
Specialty Products Group.................  12,124   13,476(2) 1,878     2,334(2)
Crop Production and Horticultural
  Products Group.........................   8,040    7,693(2)   820       866(2)
Industrial and Automotive Products
  Group..................................   9,601    9,066      386       537
                                          -------  -------  -------   -------

TOTAL SALES/OPERATING INCOME............  $89,757  $90,429  $ 8,236   $11,547
                                          =======  =======  -------   -------
Less:
  Special Charge..........................................         0    1,239(1)
  Corporate Expenses......................................     6,648    7,555
  Interest Expense, net of Interest Income................     1,356    1,514
                                                            --------  -------
INCOME BEFORE INCOME TAXES................................      232     1,239
                                                           --------   -------
Income Taxes..............................................       60       359
                                                           --------   -------
NET INCOME................................................  $   172   $   880
                                                           ========   =======

                                          ------------------------------------
                                              Six Months Ended January 31
                                          ------------------------------------
                                             Net Sales      Operating Income
                                          ------------------------------------
                                           2001     2000     2001      2000
                                                 (restated)         (restated)
                                          -------  -------- --------  --------
                                                    (in thousands)

Consumer Products Group.................  $31,725  $30,951  $ 2,406   $ 3,329
Specialty Products Group................    5,652    6,502(2)   704     1,023(2)
Crop Production and Horticultural
  Products Group........................    4,314    3,961(2)   426       365(2)
Industrial and Automotive Products
  Group.................................    4,717    4,466      192       256
                                          -------  -------  -------   -------

TOTAL SALES/OPERATING OPERATING INCOME..  $46,408  $45,880    3,728    4,973
                                          =======  =======  -------   -------
Less:
  Special Charges.........................................        0    1,239(1)
  Corporate Expenses......................................    3,448    3,798
  Interest Expense, net of Interest
    Income................................................      630      780
                                                           --------  -------
INCOME BEFORE INCOME TAXES................................     (350)    (844)
                                                           --------  -------
Income Taxes..............................................      (89)    (245)
                                                           --------  -------
NET INCOME................................................ $   (261) $  (599)
                                                           ========  =======

1. See Note 3 for a discussion of the special charge recorded in fiscal 2000.

 13

2. Includes reclassification of animal health & nutrition products from the Crop
   Production and Horticultural Products Group to the Specialty Products Group
   to take advantage of international opportunities and spread the
   time-intensive burden of new product and market development between the
   business units.

 14

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

SIX MONTHS ENDED JANUARY 31, 2001 COMPARED TO
SIX MONTHS ENDED JANUARY 31, 2000 (RESTATED)

RESULTS OF OPERATIONS

Consolidated net sales for the six months ended January 31, 2001 were
$89,757,000, a decrease of 0.7% from net sales of $90,429,000 in the first six
months of fiscal 2000. Net income for the first six months of fiscal 2001 was
$172,000, a decrease of 80% from $880,000 earned in the first six months of
fiscal 2000. Basic and diluted net income per share for the first six months of
fiscal 2001 was $0.03 versus $0.15 basic and diluted net income per share earned
in the first six months of fiscal 2000.

Net sales of the Consumer Products Group for the first six months of fiscal 2001
were $59,992,000, a decrease of 0.3% from net sales of $60,194,000 in the first
six months of fiscal 2000. This segment's operating income decreased 34% from
$7,810,000 in the first six months of fiscal 2000 to $5,152,000 in the first six
months of fiscal 2001 due to a reduction of gross profit for our mass
merchandiser customers and Oil-Dri Canada. The reduction of gross profit was
caused by unfavorable product mix for our mass merchandiser customers and higher
material and transportation cost in Canada. Also, fuel costs had a negative
impact on the income of the entire Consumer Products Group.

Net sales of the Specialty Products Group for the first six months of fiscal
2001 were $12,124,000, a decrease of 10.0% from net sales of $13,476,000 in the
first six months of fiscal 2000. This segment's operating income decreased 19.5%
from $2,334,000 in the first six months of fiscal 2000 to $1,878,000 in the
first six months of fiscal 2001 due to the gross profit implications of reduced
sales, increased fuel costs, unfavorable foreign exchange rates and a one-time,
pre-tax charge of $220,000 related to the exit the Rheological Products
business. Fiscal year 2000 net sales and operating income reflect a
reclassification of $1,344,000 and $40,000 respectively for certain products and
customers from the Crop Production and Horticultural Products segment to the
Specialty Products segment.

Net sales of the Crop Production and Horticultural Products Group for the first
six months of fiscal 2001 were $8,040,000, an increase of 4.5% from net sales of
$7,693,000 in the first six months of fiscal 2000, led primarily by an increase
in AGSORB(R) carrier sales. Crop Production and Horticultural Products'
operating income decreased 5.3% from $866,000 in the first six months of fiscal
2000 to $820,000 in the first six months of fiscal 2001.

Net sales of the Industrial and Automotive Products Group for the first six
months of fiscal 2001 were $9,601,000, an increase of 5.9% from net sales of
$9,066,000 in the first six months of fiscal 2000 due to increased sales volume
of auto and hardware products. Industrial and

 15

Automotive  Products' operating income decreased 28.1% from $537,000 in the
first six months of fiscal  2000 to  $386,000  in the first six months of fiscal
2001 due to increased fuel costs.

Consolidated gross profit as a percentage of net sales for the first six months
of fiscal 2001 decreased to 25.4% from 28.4% in the first six months of fiscal
2000 due to an increase in the cost of fuel to operate our manufacturing plants
and distribution processes and fierce competition in the consumer cat litter
market. The Company experienced a $2,090,000 fuel cost increase to process our
clays over the first six months of fiscal 2000.

Operating expenses as a percentage of net sales for the first six months of
fiscal 2001 decreased to 23.6% from 25.6% in the first six months of fiscal 2000
due to a reduction in corporate expenses, largely attributable to the fiscal
2000 restructuring expenses and a reduction in administrative expense.

Interest expense and interest income for the first six months of fiscal 2001
were better by $157,000 from fiscal 2000, due to lower levels of debt.

The Company's effective tax rate was 25.6% of pre-tax income in the first six
months of fiscal 2001 versus 29.0% in the first six months of fiscal 2000.

Total assets of the Company decreased $511,000 or 0.4% during the first six
months of fiscal 2001. Current assets increased $1,661,000 or 3.1% from fiscal
2000 year-end balances primarily due to increased accounts receivable. Property,
plant and equipment, net of accumulated depreciation, decreased $1,892,000 or
3.2% during the first six months as depreciation expense exceeded capital
expenditures.

Total liabilities increased $296,000 or 0.5% during the first six months of
fiscal 2001. Current liabilities increased $3,398,000 or 22.5% from fiscal 2000
year-end balances due to increases in fuel purchases, trade promotions and
advertising and current debt maturities.

EXPECTATIONS

The Company anticipates that third quarter sales will be flat to slightly ahead
of the same quarter a year ago. The Company is focused on increasing the quality
and productivity of its processes, which will contribute to profitability in
both the next quarter and over the long term. The Company has implemented price
increases to pass rising costs along to its customers and help improve margins
in the future.

Fluctuations in natural gas and other fuel prices will continue to have a very
significant impact on the Company's earnings. The impossibility of anticipating
future energy prices makes it difficult to forecast the Company's fully diluted
earnings per share beyond a broad range of $0.15 to $0.35 per diluted share for
the fiscal year.

 16

LIQUIDITY AND CAPITAL RESOURCES

The current ratio decreased to 3.0:1 at January 31, 2001 from 3.6:1 at July 31,
2000. Working capital decreased $1,737,000 during the first six months of fiscal
2001 to $37,138,000, primarily due to higher accrued expenses, offset by higher
receivables. During the first six months of fiscal 2001, the balances of cash,
cash equivalents and investment securities decreased $908,000.

Cash provided by operating activities was used to fund capital expenditures of
$2,641,000, payments on long-term debt of $2,427,000 and dividend payments of
$946,000. Total cash and investment balances held by the Company's foreign
subsidiaries at January 31, 2001 and July 31, 2000 were $2,312,000 and
$2,366,000, respectively.

The Company entered into an amendment with Teachers Insurance and Annuity
Association and CIGNA Investments, Inc. to amend its Note Purchase Agreement
dated as of April 15, 1998 ("1998 Note Agreement") to modify the fixed charges
coverage ratio covenant therein from the prior ratio of 1.5 to 1, to the new
ratios as follows: (i) for the period ending November 1, 2000 through April 30,
2001 - ratio of 1.00 to 1; (ii) for the period ending May 1, 2001 through
October 31, 2001 - ratio of 1.15 to 1; for the period ending November 1, 2001
through July 31, 2002 - ratio of 1.25 to 1; and for the period ending August 1,
2002 and thereafter - ratio of 1.50 to 1.

The Company also entered into amendments with Teachers Insurance and Annuity
Association of its Note Agreement dated as of April 15, 1993 and its Note
Agreement dated as of April 15, 1991 to add a fixed charges coverage ratio on
substantially the same terms as those in the 1998 Note Agreement as amended.

THREE MONTHS ENDED JANUARY 31, 2001 COMPARED TO
THREE MONTHS ENDED JANUARY 31, 2000 (RESTATED)S

RESULTS OF OPERATIONS

Consolidated net sales for the second quarter ended January 31, 2001 were
$46,408,000, an increase of 1.2% from net sales of $45,880,000 in the second
quarter of fiscal 2000. The net loss for the second quarter of fiscal 2001 was
$261,000, which was 56% less than the $599,000 loss in the second quarter of
fiscal 2000. Basic and diluted net loss per share for the second quarter of
fiscal 2001 were both $0.05 versus $0.11 basic net loss per share and $0.10
diluted net loss per share earned in the second quarter of fiscal 2000.

Net sales of the Consumer Products Group for the second quarter of fiscal 2001
were $31,725,000, an increase of 2.5% from net sales of $30,951,000 in the
second quarter of fiscal 2000. This segment's operating income decreased 27.7%
from $3,329,000 in the second quarter of fiscal 2000 to $2,406,000 in the same
period of fiscal 2001. This decrease was due to a reduction of gross profit from
mass merchandiser customers, caused by unfavorable product mix and by fuel cost
increases, which negatively impacted the income of the entire Consumer Products
Group.

 17

Net sales of the Specialty Products Group for the second quarter of fiscal 2001
were $5,652,000, a decrease of 13.1% from net sales of $6,502,000 in the second
quarter of fiscal 2000. This segment's operating income decreased 31.2% from
$1,023,000 in the second quarter of fiscal 2000 to $704,000 in the second
quarter of fiscal 2001 due to soft demand of PURE-FLO(R) bleaching clays and
ULTRA-CLEAR(R) clarification aids, increased fuel costs, unfavorable foreign
exchange fluctuations and a one-time pre-tax charge of $220,000 to exit the
Rheological Products business. Fiscal year 2001 net sales and operating income
reflect the reclassification for certain products and customers from the Crop
Production and Horticultural Products Group to the Specialty Products Group.

Net sales of the Crop Production and Horticultural Products Group for the second
quarter of fiscal 2001 were $4,314,000, an increase of 8.9% from net sales of
$3,961,000 in the second quarter of fiscal 2000, led primarily by an increase in
AGSORB(R) products. This segment's operating income increased 16.7% from
$365,000 in the second quarter of fiscal 2000 to $426,000 in the second quarter
of fiscal 2001.

Net sales of the Industrial and Automotive Products Group for the second quarter
of fiscal 2001 were $4,717,000, an increase of 5.6% from net sales of $4,466,000
in the second quarter of fiscal 2000 due to increased sales volume of both clay
and non-clay products. This segment's operating income decreased 25.0% from
$256,000 in the second quarter of fiscal 2000 to $192,000 in the second quarter
of fiscal 2001 due to increased fuel costs.

Consolidated gross profit as a percentage of net sales for the second quarter of
fiscal 2001 decreased to 24.0% from 26.3% in the second quarter of fiscal 2000
due to increased fuel costs and fierce competition in our consumer products
area. The Company experienced a $1,169,000 fuel cost increase to process our
clays over the second quarter of fiscal 2000.

Operating expenses as a percentage of net sales for the second quarter of fiscal
2001 decreased to 23.5% from 27.0% in the second quarter of fiscal 2000 due to a
reduction in corporate expenses, largely attributable to the fiscal 2000
restructuring expenses and a reduction in administrative expenses.

Interest expense and interest income for the second quarter of fiscal 2001 were
better by $149,000 from fiscal 2000, due lower debt levels.

The Company's effective tax rate was 25.6% of pre-tax income in the second
quarter of fiscal 2001 versus 29.0% in the same period of fiscal 2000.

FOREIGN OPERATIONS

Net sales by the Company's foreign subsidiaries during the six months ended
January 31, 2001 were $6,147,000 or 6.8% of total Company sales.

 18

This  represents a decrease of 15.9% from the same period of fiscal 2000 in
which foreign  subsidiary  sales were $7,311,000 or 8.0% of total Company sales.
This  decrease is due to the loss of bleaching  clay sales to a major  customer.
Net income of the foreign  subsidiaries  for the first six months of fiscal 2001
was a loss of $376,000,  a decrease of $722,000 from $346,000 income earned from
the same period of fiscal 2000.  This  decrease was primarily due to lower gross
profit margins  resulting from higher material cost and adverse currency issues.
Identifiable assets of the Company's foreign subsidiaries as of January 31, 2001
were $10,201,000, $11,135,000 as of January 31, 2000.

Net sales by the Company's foreign subsidiaries during the three months ended
January 31, 2001 were $2,998,000 or 6.5% of total Company sales. This represents
a decrease of $704,000 or 19.0% from the second quarter of fiscal 2000, in which
foreign subsidiary sales were $3,702,000 or 8.0% of total Company sales. The
decrease is due to reduced sales of products in overseas markets, as discussed
above. Net income of the foreign subsidiaries for the three months ended January
31, 2001 was a loss of $192,000, a decrease of $291,000 from $99,000 income
earned in the second quarter of fiscal 2000. This decrease was primarily due to
the incremental gross profit lost from the loss of sales as well as higher
material costs.

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 consumer cat litter
market, the level of increases in energy prices and the level of success in
implementing price increases and energy surcharges to offset energy costs. 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,
2001. 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 5, 2000, the 2000 Annual Meeting of Stockholders of Oil-Dri
            Corporation of America was held for the purpose of considering and
            voting on:

            1.   The election of nine directors.

            ELECTION OF DIRECTORS

Thefollowing schedule sets forth the results of the vote to elect directors. A
   total of 15,637,848 shares were eligible to vote.

                                            Votes For
            DIRECTOR                  (not less than)
            --------                  ---------------
                                        
            J. Steven Cole                 15,535,249
            Arnold W. Donald               15,535,249
            Ronald B. Gordon               15,535,249
            Daniel S. Jaffee               15,535,249
            Richard M. Jaffee              15,535,249
            Thomas D. Kuczmarski           15,535,249
            Joseph C. Miller               15,535,249
            Paul J. Miller                 15,535,249
            Allan H. Selig                 15,535,249

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

                                                                       Exhibit
                                                                        Index
                                                                       -------

         Exhibit         Second Amendment dated January 15, 2001         21
         10(m)(3)        to Note Agreement dated April 15, 1991
                         with Teachers Insurance and Annuity
                         Association of America.

         Exhibit         First Amendment dated January 15, 2001          28
         10(m)(4)        to Note Agreement dated April 15, 1993
                         with Teachers Insurance and Annuity
                         Association of America.

         Exhibit         First Amendment dated January 15, 2001          35
         10(m)(5)        to Note Agreement dated April 15, 1998
                         with Teachers Insurance and Annuity
                         Association of America and CIGNA
                         Investments, Inc.                               39

         Exhibit 11:     Statement Re:  Computation of per share
                         earnings

         Exhibit 27:     Financial Data Schedule                         40

 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:  March 15, 2001

 21

   Exhibit 10(m)(3)

                         OIL-DRI CORPORATION OF AMERICA

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

                                SECOND AMENDMENT

                          DATED AS OF JANUARY 15, 2001

                                       TO

                                 NOTE AGREEMENT

                           DATED AS OF APRIL 15, 1991

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

                        RE: $8,000,000 9.38% SENIOR NOTES

                              DUE NOVEMBER 15, 2001

 22

                       SECOND AMENDMENT TO NOTE AGREEMENT

      THIS SECOND AMENDMENT dated as of January 15, 2001 (this "Second
Amendment") to the Note Agreement dated as of April 15, 1991 is between Oil-Dri
Corporation of America, a Delaware corporation (the "Company"), and Teachers
Insurance and Annuity Association of America (the "Noteholder").

                                    RECITALS:

     A. The Company and the Noteholder have heretofore entered into the Note
Agreement dated as of April 15, 1991, as amended (the "Note Agreement"). The
Company has heretofore issued the $8,000,000 9.38% Senior Notes due November 15,
2001 (the "Notes") pursuant to the Note Agreement. The Noteholder is the holder
of 100% of the outstanding principal amount of the Notes.

    B.  The Company and the  Noteholder  now desire to amend the Note Agreement
in the respects, but only in the respects, hereinafter set forth.

    C. Capitalized terms used herein shall have the respective meanings ascribed
thereto in the Note Agreement unless herein defined or the context shall
otherwise require.

    D. All requirements of law have been fully complied with and all other acts
and things necessary to make this Second Amendment a valid, legal and binding
instrument according to its terms for the purposes herein expressed have been
done or performed.

    Now, THEREFORE, the Company and the Noteholder, in consideration of good and
valuable consideration the receipt and sufficiency of which is hereby
acknowledged, do hereby agree as follows:

SECTION 1.       AMENDMENTS.

    1.1 Section 5.17(f) of the Note Agreement shall be and is hereby amended by
inserting the words "and ss.5.19" after the words "ss.5.6 through ss.5.17" in
the sixth line thereof.

 23

    1.2 A new Section 5.19 is hereby added to the Note Agreement to read as
follows:

      5.19. FIXED CHARGES COVERAGE RATIO. The Company will not permit the Fixed
      Charges Coverage Ratio for any period of four consecutive fiscal quarters
      ending at any time during any period specified below to be less than the
      ratio set forth opposite such period:

              PERIOD ENDING               RATIO

      November 1, 2000 - April 30, 2001 1.00 to 1

      May 1, 2001 - October 31, 2001    1.15 to 1

      November 1, 2001 and thereafter   1.25 to 1

     1.3 Section 6.1(f) of the Note Agreement shall be and is hereby amended by
inserting the words "and ss.5.19" after the words "ss.5.6 through ss.5.13" in
the second line thereof.

     1.4 Section 8.1 of the Note Agreement shall be and is hereby amended by
adding the following definitions in appropriate alphabetical order:

     "CONSOLIDATED INCOME AVAILABLE FOR FIXED CHARGES" means, with respect to
   any period, Consolidated Net Income for such period plus all amounts deducted
   in the computation thereof on account of (a) Fixed Charges and (b) taxes
   imposed on or measured by income or excess profits.

     "CONSOLIDATED NET INCOME" means, with reference to any period, the net
   income (or loss) of the Company and its Restricted Subsidiaries for such
   period (taken as a cumulative whole), as determined in accordance with GAAP,
   after eliminating all offsetting debits and credits between the Company and
   its Restricted Subsidiaries and all other items required to be eliminated in
   the course of the preparation of consolidated financial statements of the
   Company and its Restricted Subsidiaries in accordance with GAAP, provided
   that there shall be excluded:

             (a) the income (or loss) of any Person accrued prior to the date it
        becomes a Restricted Subsidiary or is merged into or consolidated with
        the Company or a Restricted Subsidiary, and the income (or loss) of any
        Person, substantially all of the assets of which have been acquired in
        any manner, realized by such other Person prior to the date of
        acquisition,

 24

             (b) the income (or loss) of any Person (other than a Restricted
        Subsidiary) in which the Company or any Restricted Subsidiary has an
        ownership interest, except to the extent that any such income has been
        actually received by the Company or such Restricted Subsidiary in the
        form of cash dividends or similar cash distributions,

             (c) the undistributed earnings of any Subsidiary to the extent that
        the declaration or payment of dividends or similar distributions by such
        Subsidiary is not at the time permitted by the terms of its charter or
        any agreement, instrument, judgment, decree, order, statute, rule or
        governmental regulation applicable to such Subsidiary,

             (d) any restoration to income of any contingency reserve (excluding
        a contingency reserve established in the ordinary course of business,
        such as reserves for uncollectable accounts), except to the extent that
        provision for such reserve was made out of income accrued during such
        period,

             (e) any aggregate net gain (but not any aggregate net loss) during
        such period arising from the sale, conversion, exchange or other
        disposition of capital assets (such term to include, without limitation,
        (i) all non-current assets and, without duplication, (ii) the following,
        whether or not current: all fixed assets, whether tangible or
        intangible, all inventory sold in conjunction with the disposition of
        fixed assets, and all Securities),

             (f) any gains  resulting  from any write-up of any assets (but not
        any loss resulting from any write-down of any assets),

             (g) any net  gain  from the  collection  of the  proceeds  of life
        insurance policies,

             (h) any gain arising from the acquisition of any Security,  or the
        extinguishment,  under  GAAP,  of  any  Debt,  of  the  Company  or any
        Subsidiary,

             (i) any net income or gain (but not any net loss) during such
        period from (i) any change in accounting principles in accordance with
        GAAP, (ii) any prior period adjustments resulting from any change in
        accounting principles in accordance with GAAP, (iii) any extraordinary
        items, or (iv) any discontinued operations or the disposition thereof,

             (j) any deferred credit representing the excess of equity in any
        Restricted Subsidiary at the date of acquisition over the cost of the
        investment in such Restricted Subsidiary,

             (k) in the case of a successor to the Company by consolidation or
        merger or as a transferee of its assets, any earnings of the successor
        corporation prior to such consolidation, merger or transfer of assets,
        and

 25

             (l) any portion of such net income that cannot be freely converted
        into United States Dollars.

        "DEBT" means, with respect to any Person, without duplication,

             (a) its liabilities for borrowed money;

             (b) its liabilities for the deferred purchase price of property
        acquired by such Person (excluding accounts payable arising in the
        ordinary course of business but including, without limitation, all
        liabilities created or arising under any conditional sale or other title
        retention agreement with respect to any such property);

             (c) its Capitalized Rentals;

             (d) all liabilities for borrowed money secured by any lien with
        respect to any property owned by such Person (whether or not it has
        assumed or otherwise become liable for such liabilities); and

             (e) any Guaranties of such Person with respect to liabilities of a
        type described in any of clauses (a) through (d) hereof.

        Debt of any Person shall include all obligations of such Person of the
   character described in clauses (a) through (e) to the extent such Person
   remains legally liable in respect thereof notwithstanding that any such
   obligation is deemed to be extinguished under GAAP.

       "FIXED CHARGES" means, with respect to any period, the sum of (a)
    Interest Charges for such period and (b) Rentals (other than Capitalized
    Rentals) for such period.

       "FIXED CHARGES COVERAGE RATIO" means, at any time, the ratio of (a)
    Consolidated Income Available for Fixed Charges for the period of four
    consecutive fiscal quarters ending on, or most recently ended prior to, such
    time to (b) Fixed Charges for such period of four consecutive fiscal
    quarters.

       "INTEREST CHARGES" means, with respect to any period, the sum (without
    duplication) of the following (in each case, eliminating all offsetting
    debits and credits between the Company and its Restricted Subsidiaries and
    all other items

 26

    required to be eliminated in the course of the preparation of consolidated
    financial statements of the Company and its Restricted Subsidiaries in
    accordance with GAAP): (a) all interest in respect of Debt of the Company
    and its Restricted Subsidiaries (including imputed interest on Capitalized
    Leases) deducted in determining Consolidated Net Income for such period,
    less interest income of the Company and its Restricted Subsidiaries included
    in Consolidated Net Income for such period and (b) all debt discount and
    expense amortized or required to be amortized in the determination of
    Consolidated Net Income for such period.

SECTION 2. MISCELLANEOUS.

    2.1 This Second Amendment shall be construed in connection with and as part
of the Note Agreement and except as modified and expressly amended by this
Second Amendment, all terms, conditions and covenants contained in the Note
Agreement and the Notes are hereby ratified and shall be and remain in full
force and effect.

    2.2 Any and all notices, requests, certificates and other instruments
executed and delivered after the execution and delivery of this Second Amendment
may refer to the Note Agreement without making specific reference to this Second
Amendment but nevertheless all such references shall include this Second
Amendment unless the context otherwise requires.

    2.3 The descriptive headings of the various Sections or parts of this Second
Amendment are for convenience only and shall not affect the meaning or
construction of any of the provisions hereof.

    2.4 This Second Amendment shall be governed by and construed in accordance
with Illinois law.

 27

    2.5 The execution hereof by the parties hereto shall constitute a contract
among such parties for the uses and purposes hereinabove set forth, and this
Second Amendment may be executed in any number of counterparts, each executed
counterpart constituting an original, but all together only one agreement.

                            OIL-DRI CORPORATION OF AMERICA

                            By:______________________________

Accepted and Agreed to:     TEACHERS INSURANCE AND ANNUITY
                             ASSOCIATION OF AMERICA

                                    By:______________________________

 28

Exhibit 10(m)(4)

                         OIL-DRI CORPORATION OF AMERICA

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

                                 FIRST AMENDMENT

                          DATED AS OF JANUARY 15, 2001

                                       TO

                                 NOTE AGREEMENT

                           DATED AS OF APRIL 15, 1993

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

                        RE: $6,500,000 7.17% SENIOR NOTES

                               DUE AUGUST 15, 2004

 29

                        FIRST AMENDMENT TO NOTE AGREEMENT

      THIS FIRST AMENDMENT dated as of January 15, 2001 (this "First Amendment")
to the Note Agreement dated as of April 15, 1993 is between Oil-Dri Corporation
of America, a Delaware corporation (the "Company"), and Teachers Insurance and
Annuity Association of America (the "Noteholder").

                                    RECITALS:

      A. The Company and the Noteholder have heretofore entered into the Note
Agreement dated as of April 15, 1993 (the "Note Agreement"). The Company has
heretofore issued the $6,500,000 7.17% Senior Notes due August 15, 2004 (the
"Notes") pursuant to the Note Agreement. The Noteholder is the holder of 100% of
the outstanding principal amount of the Notes.

      B. The Company and the Noteholder now desire to amend the Note Agreement
in the respects, but only in the respects, hereinafter set forth.

      C. Capitalized terms used herein shall have the respective meanings
ascribed thereto in the Note Agreement unless herein defined or the context
shall otherwise require.

      D. All requirements of law have been fully complied with and all other
acts and things necessary to make this First Amendment a valid, legal and
binding instrument according to its terms for the purposes herein expressed have
been done or performed.

      Now, THEREFORE, the Company and the Noteholder, in consideration of good
and valuable consideration the receipt and sufficiency of which is hereby
acknowledged, do hereby agree as follows:

SECTION 1.       AMENDMENTS.

     1.1 Section 5.17(f) of the Note Agreement shall be and is hereby amended by
inserting the words "and ss.5.19" after the words "ss.5.6 through ss.5.17" in
the fifth and sixth lines thereof.

 30

     1.2 A new Section  5.19 is hereby  added to the Note  Agreement  to read as
follows:

           SECTION 5.19. FIXED CHARGES COVERAGE RATIO. The Company will not
        permit the Fixed Charges Coverage Ratio for any period of four
        consecutive fiscal quarters ending at any time during any period
        specified below to be less than the ratio set forth opposite such
        period:

               PERIOD ENDING               RATIO

        November 1, 2000 - April 30, 2001 1.00 to 1

        May 1, 2001 - October 31, 2001    1.15 to 1

        November 1, 2001 - July 31, 2002  1.25 to 1

        August 1, 2002 and thereafter     1.50 to 1

     1.3 Section 6.1(f) of the Note Agreement shall be and is hereby amended by
inserting the words "and ss.5.19" after the words "ss.5.6 through ss.5.13" in
the second line thereof.

     1.4 Section 8.1 of the Note Agreement shall be and is hereby amended by
adding the following definitions in appropriate alphabetical order:

       "CONSOLIDATED INCOME AVAILABLE FOR FIXED CHARGES" means, with respect to
    any period, Consolidated Net Income for such period plus all amounts
    deducted in the computation thereof on account of (a) Fixed Charges and (b)
    taxes imposed on or measured by income or excess profits.

       "CONSOLIDATED NET INCOME" means, with reference to any period, the net
    income (or loss) of the Company and its Restricted Subsidiaries for such
    period (taken as a cumulative whole), as determined in accordance with GAAP,
    after eliminating all offsetting debits and credits between the Company and
    its Restricted Subsidiaries and all other items required to be eliminated in
    the course of the preparation of consolidated financial statements of the
    Company and its Restricted Subsidiaries in accordance with GAAP, PROVIDED
    that there shall be excluded:

             (a) the income (or loss) of any Person accrued prior to the date it
       becomes a Restricted Subsidiary or is merged into or consolidated with
       the Company or a Restricted Subsidiary, and the income (or loss) of any
       Person, substantially all of the assets of which have been acquired in
       any manner, realized by such other Person prior to the date of
       acquisition,

 31

             (b) the income (or loss) of any Person (other than a Restricted
       Subsidiary) in which the Company or any Restricted Subsidiary has an
       ownership interest, except to the extent that any such income has been
       actually received by the Company or such Restricted Subsidiary in the
       form of cash dividends or similar cash distributions,

             (c) the undistributed earnings of any Subsidiary to the extent that
       the declaration or payment of dividends or similar distributions by such
       Subsidiary is not at the time permitted by the terms of its charter or
       any agreement, instrument, judgment, decree, order, statute, rule or
       governmental regulation applicable to such Subsidiary,

             (d) any restoration to income of any contingency reserve (excluding
       a contingency reserve established in the ordinary course of business,
       such as reserves for uncollectable accounts), except to the extent that
       provision for such reserve was made out of income accrued during such
       period,

             (e) any aggregate net gain (but not any aggregate net loss) during
       such period arising from the sale, conversion, exchange or other
       disposition of capital assets (such term to include, without limitation,
       (i) all non-current assets and, without duplication, (ii) the following,
       whether or not current: all fixed assets, whether tangible or intangible,
       all inventory sold in conjunction with the disposition of fixed assets,
       and all Securities),

             (f) any gains resulting from any write-up of any assets (but
       not any loss resulting from any write-down of any assets),

             (g) any net gain from the collection of the proceeds of life
       insurance policies,

             (h) any gain arising from the acquisition of any Security, or
       the extinguishment, under GAAP, of any Debt, of the Company or any
       Subsidiary,

             (i) any net income or gain (but not any net loss) during such
       period from (i) any change in accounting principles in accordance with
       GAAP, (ii) any prior period adjustments resulting from any change in
       accounting principles in accordance with GAAP, (iii) any extraordinary
       items, or (iv) any discontinued operations or the disposition thereof,

             (j) any deferred credit representing the excess of equity in
       any Restricted Subsidiary at the date of acquisition over the cost of
       the investment in such Restricted Subsidiary,

 32

             (k) in the case of a successor to the Company by
       consolidation or merger or as a transferee of its assets, any earnings
       of the successor corporation prior to such consolidation, merger or
       transfer of assets, and

             (l) any portion of such net income that cannot be freely
       converted into United States Dollars.

      "DEBT" means, with respect to any Person, without duplication,

             (a) its liabilities for borrowed money;

             (b) its liabilities for the deferred purchase price of property
       acquired by such Person (excluding accounts payable arising in the
       ordinary course of business but including, without limitation, all
       liabilities created or arising under any conditional sale or other title
       retention agreement with respect to any such property);

             (c) its Capitalized Rentals;

             (d) all liabilities for borrowed money secured by any lien with
       respect to any property owned by such Person (whether or not it has
       assumed or otherwise become liable for such liabilities); and

             (e) any Guaranties of such Person with respect to liabilities
       of a type described in any of clauses (a) through (d) hereof.

       Debt of any Person shall include all obligations of such Person of the
character described in clauses (a) through (e) to the extent such Person remains
legally liable in respect thereof notwithstanding that any such obligation is
deemed to be extinguished under GAAP.

       "FIXED CHARGES" means, with respect to any period, the sum of (a)
Interest Charges for such period and (b) Rentals (other than Capitalized
Rentals) for such period.

       "FIXED CHARGES COVERAGE RATIO" means, at any time, the ratio of (a)
Consolidated Income Available for Fixed Charges for the period of four
consecutive fiscal quarters ending on, or most recently ended prior to, such
time to (b) Fixed Charges for such period of four consecutive fiscal quarters.

       "INTEREST CHARGES" means, with respect to any period, the sum (without
duplication) of the following (in each case, eliminating all offsetting debits
and credits between the Company and its Restricted Subsidiaries and all other
items required to be eliminated in the course of the preparation of consolidated
financial statements of the

 33

Company and its Restricted  Subsidiaries in accordance with GAAP):  (a) all
interest  in  respect of Debt of the  Company  and its  Restricted  Subsidiaries
(including  imputed  interest on  Capitalized  Leases)  deducted in  determining
Consolidated Net Income for such period, less interest income of the Company and
its Restricted  Subsidiaries included in Consolidated Net Income for such period
and (b) all debt  discount and expense  amortized or required to be amortized in
the determination of Consolidated Net Income for such period.

SECTION 2.       MISCELLANEOUS.

     2.1 This First Amendment shall be construed in connection with and as part
of the Note Agreement and except as modified and expressly amended by this First
Amendment, all terms, conditions and covenants contained in the Note Agreement
and the Notes are hereby ratified and shall be and remain in full force and
effect.

     2.2 Any and all notices, requests, certificates and other instruments
executed and delivered after the execution and delivery of this First Amendment
may refer to the Note Agreement without making specific reference to this First
Amendment but nevertheless all such references shall include this First
Amendment unless the context otherwise requires.

     2.3 The descriptive headings of the various Sections or parts of this First
Amendment are for convenience only and shall not affect the meaning or
construction of any of the provisions hereof.

     2.4 This First Amendment shall be governed by and construed in accordance
with Illinois law.

 34

     2.5 The execution hereof by the parties hereto shall constitute a contract
among such parties for the uses and purposes hereinabove set forth, and this
First Amendment may be executed in any number of counterparts, each executed
counterpart constituting an original, but all together only one agreement.

                             OIL-DRI CORPORATION OF AMERICA

                               By:______________________________

Accepted and Agreed to:        TEACHERS INSURANCE AND ANNUITY
                                 ASSOCIATION OF AMERICA

                               By:______________________________

 35

Exhibit 10(m)(5)

                         OIL-DRI CORPORATION OF AMERICA

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

                                 FIRST AMENDMENT

                          DATED AS OF JANUARY 15, 2001

                                       TO

                             NOTE PURCHASE AGREEMENT

                           DATED AS OF APRIL 15, 1998

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

                       RE: $25,000,000 6.55% SENIOR NOTES

                               DUE APRIL 15, 2013

 36

                  FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT

      THIS FIRST AMENDMENT dated as of January 15, 2001 (this "First Amendment")
to the Note Purchase Agreement dated as of April 15, 1998 is among Oil-Dri
Corporation of America, a Delaware corporation (the "Company"), and each of the
institutions which is a signatory to this First Amendment (collectively, the
"Noteholders").

                                    RECITALS:

      A. The Company and each of the Noteholders have heretofore entered into
the Note Purchase Agreement dated as of April 15, 1998 (the "Note Purchase
Agreement"). The Company has heretofore issued the $25,000,000 6.55% Senior
Notes due April 15, 2013 (the "Notes") pursuant to the Note Purchase Agreement.
The Noteholders are the holders of 100% of the outstanding principal amount of
the Notes.

      B.   The  Company  and the  Noteholders  now  desire  to  amend  the Note
Purchase Agreement in the respects,  but only in the respects,  hereinafter set
forth.

      C. Capitalized terms used herein shall have the respective meanings
ascribed thereto in the Note Purchase Agreement unless herein defined or the
context shall otherwise require.

      D. All requirements of law have been fully complied with and all other
acts and things necessary to make this First Amendment a valid, legal and
binding instrument according to its terms for the purposes herein expressed have
been done or performed.

      Now, THEREFORE, the Company and the Noteholders, in consideration of good
and valuable consideration the receipt and sufficiency of which is hereby
acknowledged, do hereby agree as follows:

SECTION 1. AMENDMENT.

      1.1 Section 10.1 of the Note Purchase Agreement shall be and is hereby
amended in its entirety to read as follows:

 37

         SECTION 10.1 FIXED CHARGES COVERAGE RATIO. The Company will not permit
        the Fixed Charges Coverage Ratio for any period of four consecutive
        fiscal quarters ending at any time during any period specified below to
        be less than the ratio set forth opposite such period:

                 PERIOD ENDING              RATIO

        November 1, 2000 - April 30, 2001  1.00 to 1

        May 1, 2001 - October 31, 2001     1.15 to 1

        November 1, 2001 - July 31, 2002   1.25 to 1

        August 1, 2002 and thereafter      1.50 to 1

SECTION 2. MISCELLANEOUS.

      2.1 This First Amendment shall be construed in connection with and as part
of the Note Purchase Agreement and except as modified and expressly amended by
this First Amendment, all terms, conditions and covenants contained in the Note
Purchase Agreement and the Notes are hereby ratified and shall be and remain in
full force and effect.

      2.2 Any and all notices, requests, certificates and other instruments
executed and delivered after the execution and delivery of this First Amendment
may refer to the Note Purchase Agreement without making specific reference to
this First Amendment but nevertheless all such references shall include this
First Amendment unless the context otherwise requires.

      2.3 The descriptive headings of the various Sections or parts of this
First Amendment are for convenience only and shall not affect the meaning or
construction of any of the provisions hereof.

      2.4 This First Amendment shall be construed and enforced in accordance
with, and the rights of the parties shall be governed by, the law of the State
of Illinois excluding choice-of-law principles of the law of such State that
would require the application of the laws of a jurisdiction other than such
State.

 38

      2.5 The execution hereof by the parties hereto shall constitute a contract
among such parties for the uses and purposes hereinabove set forth, and this
First Amendment may be executed in any number of counterparts, each executed
counterpart constituting an original, but all together only one agreement.

                                          OIL-DRI CORPORATION OF AMERICA

                                      By:______________________________

Accepted and Agreed to:               TEACHERS INSURANCE AND ANNUITY
                                        ASSOCIATION OF AMERICA

                                      By:______________________________

                                      CONNECTICUT GENERAL LIFE
                                        INSURANCE COMPANY

                                      By CIGNA Investments, Inc.

                                      By:______________________________

 39

Exhibit 11

                 OIL-DRI CORPORATION OF AMERICA AND SUBSIDIARIES

                        COMPUTATION OF EARNINGS PER SHARE

                  (IN THOUSANDS EXCEPT FOR PER SHARE AMOUNTS)

                                             --------------------
                                              Six Months Ended
                                                 January 31
                                             --------------------
                                                 2001       2000
                                                        (Restated)
                                             --------------------
                                                     
Net income available to Stockholders
(numerator)                                   $  172       $  880
                                              ------       ------

Shares Calculation (denominator):              5,611        5,684

Average shares outstanding - basic

Effect of Dilutive Securities:

Potential Common Stock
      relating to stock options                     1         167
                                               ------      ------

Average shares outstanding- assuming            5,612       5,851
                                               ======      ======
dilution

Earnings per share-basic                       $ 0.03     $ 0.15
                                               ======     ======

Earnings per share-assuming dilution           $ 0.03     $ 0.15
                                               ======     ======

 5

                           
                 6-MOS
                           JUL-31-2001
                                JAN-31-2000
                                          469,000
                                  1,230,000
                                29,353,000
                                  1,062,000
                                  15,941,000
                             55,620,000
                                      137,883,000
                               80,163,000
                              132,333,000
                        18,482,000
                                      36,607,000
                                 0
                                           0
                                        724,000
                                   71,433,000
                132,333,000
                                      89,757,000
                             89,757,000
                                        66,975,000
                                66,975,000
                             20,807,000
                                230,000
                            1,514,000
                                 231,000
                                     59,000
                             172,000
                                        0
                                       0
                                             0
                                    172,000
                                        0.03
                                      0.03