UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549

                                    FORM 10-Q

(Mark One)

[x]          Quarterly Report Pursuant to Section 13 or 15(d)
                                  of the
                   Securities Exchange Act of 1934
             For the Quarterly Period Ended April 30, 2003

                                       OR

[ ]            Transition Report Pursuant to Section 13 or
                              15(d) of the
                    Securities Exchange Act of 1934
     For the transition period from _____________ to ______________

                          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                   60611-4213
               Suite 400                         ----------
            CHICAGO, ILLINOIS                    (Zip Code)
            -----------------
     (Address of principal executive
                offices)

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 - 5,471,685 Shares (Including 1,379,565 Treasury Shares)
Class B Stock - 1,765,083 Shares (Including 342,241 Treasury Shares)

Indicate by check mark whether the Registrant is an accelerated filer:

Yes             No     X
      -------        ------

The aggregate market value of the Registrant's Common Stock owned by
non-affiliates as of January 31, 2003 for accelerated filer purposes was
$38,882,000.

CONTENTS

                                                                      PAGE
                                     PART I

ITEM 1: Financial Statements.........................................3 - 16

ITEM 2: Management Discussion And Analysis Of Financial Condition
        And The Results Of Operations...............................17 - 21

ITEM 3: Quantitative And Qualitative Disclosures
        About Market Risk...........................................21 - 22

ITEM 4: Controls And Procedures........................................22

                                     PART II

ITEM 6: Exhibits And Reports on Form 8-K...............................23

SIGNATURES.............................................................23

SECTION 302 CERTIFICATIONS..........................................24 - 25

EXHIBITS............................................................26 - 42

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

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

                                                       APRIL 30
                                                         2003            JULY 31
                     ASSETS                           (UNAUDITED)         2002
                     ------                           -----------       ---------
                                                                 
CURRENT ASSETS
- --------------
Cash and Cash Equivalents                               $  4,772        $  7,154
Investment in Treasury securities                         10,403           9,082
Accounts Receivable, less allowance of $596 and
  $392 at April 30, 2003 and July 31, 2002,
  Respectively                                            23,805          21,415
Other Receivables                                              6           1,025
Inventories                                               12,348          11,798
Prepaid Overburden Removal Expense                         2,740           3,678
Prepaid Expenses                                           4,010           3,392
                                                        --------        --------
           TOTAL CURRENT ASSETS                           58,084          57,544
                                                        --------        --------

       PROPERTY, PLANT AND EQUIPMENT - AT COST
       ---------------------------------------
Cost                                                     142,688         137,306
Less Accumulated Depreciation and Amortization           (93,653)        (88,684)
                                                        --------        --------
           TOTAL PROPERTY, PLANT AND EQUIPMENT, NET       49,035          48,622
                                                        --------        --------

OTHER ASSETS
- ------------
Goodwill                                                   5,097           5,430
Intangibles, net of accumulated amortization
  of $2,351 and $1,982 at April 30, 2003
  and July 31, 2002,respectively                           3,996           3,958
Deferred Income Taxes                                      4,030           3,972
Other                                                      5,621           5,509
                                                        --------        --------
           TOTAL OTHER ASSETS                             18,744          18,869
                                                        --------        --------

TOTAL ASSETS                                            $125,863        $125,035
                                                        ========        ========

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

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

LIABILITIES & STOCKHOLDERS' EQUITY                      APRIL 30
                                                          2003            JULY 31
                                                       (UNAUDITED)         2002
                                                      ------------    ------------
                                                                 
CURRENT LIABILITIES
- -------------------
Current Maturities of Notes Payable                     $  4,350        $  2,850
Accounts Payable                                           5,950           5,121
Dividends Payable                                            464             473
Accrued Expenses
  Salaries, wages and commissions                          3,982           3,722
  Trade promotions and advertising                         2,659           2,595
  Freight                                                  1,386             828
  Other                                                    4,858           4,303
                                                        --------        --------

               TOTAL CURRENT LIABILITIES                  23,649          19,892
                                                        --------        --------
NONCURRENT LIABILITIES
- ----------------------
Notes Payable                                             27,400          31,400
Deferred Compensation                                      3,061           2,954
Other                                                      2,412           1,718
                                                        --------        --------
               TOTAL NONCURRENT LIABILITIES               32,873          36,072
                                                        --------        --------
               TOTAL LIABILITIES                          56,522          55,964
                                                        --------        --------
STOCKHOLDERS' EQUITY
- --------------------
Common Stock, par value $.10 per share, issued
  5,471,685 shares at April 30, 2003
  and July 31, 2002                                          547             547
Class B Stock, par value $.10 per share, issued
  1,765,083 shares at April  30, 2003
  and July 31, 2002                                          177             177
Additional Paid-In Capital                                 7,636           7,677
Retained Earnings                                         87,987          86,790
Restricted Unearned Stock Compensation                       (45)             (4)
Cumulative Translation Adjustment                         (1,181)         (1,288)
                                                        --------        --------
                                                          95,121          93,899

Less Treasury stock, at cost (1,379,565
  Common and 342,241 Class B shares at
  April 30, 2003 and 1,279,700 Common
  and 342,241 Class B shares
  at July 31, 2002)                                      (25,780)        (24,828)
                                                        --------        --------
               TOTAL STOCKHOLDERS' EQUITY                 69,341          69,071
                                                        --------        --------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY                $125,863        $125,035
                                                        ========        ========

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

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

                                                       FOR THE NINE MONTHS ENDED
                                                                APRIL 30
                                                       --------------------------
                                                          2003            2002
                                                       ---------       ----------
                                                                 
NET SALES                                               $128,311        $123,064
Cost of Sales                                            101,020          99,990
                                                        --------        --------
GROSS PROFIT                                              27,291          23,074
Other Contractual Income                                     675            ----
Selling, General and Administrative Expenses             (22,423)        (20,745)
                                                        --------        --------
INCOME FROM OPERATIONS                                     5,543           2,329

OTHER INCOME (EXPENSE)
  Interest Expense                                        (1,953)         (1,940)
  Interest Income                                            165             214
  Gain on the Sale of Mineral Rights                         139             769
  Other, Net                                                 (63)           (168)
                                                        --------        --------
              TOTAL OTHER EXPENSE, NET                    (1,712)         (1,125)
                                                        --------        --------

INCOME BEFORE INCOME TAXES                                 3,831           1,204
Income Taxes                                               1,224             359
                                                        --------        --------
NET INCOME                                              $  2,607        $    845

RETAINED EARNINGS
Balance at Beginning of Year                              86,790          89,778
Less Cash Dividends Declared                               1,410           1,420
                                                        --------        --------
RETAINED EARNINGS - APRIL 30                            $ 87,987        $ 89,203
                                                        ========        ========

NET INCOME PER SHARE
  BASIC                                                 $   0.47        $   0.15
                                                        ========        ========
  DILUTED                                               $   0.46        $   0.15
                                                        ========        ========

AVERAGE SHARES OUTSTANDING
  BASIC                                                    5,599           5,614
                                                        ========        ========
  DILUTED                                                  5,695           5,660
                                                        ========        ========

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

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

                                                        FOR THE NINE MONTHS ENDED
                                                                  APRIL 30
                                                        -------------------------
                                                           2003            2002
                                                       ----------      ----------
                                                                 
NET INCOME                                              $  2,607        $    845

Other Comprehensive Income:
  Cumulative Translation Adjustments                         107              38
                                                        --------        --------
TOTAL COMPREHENSIVE INCOME                              $  2,714        $    883
                                                        ========        ========

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

          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
                                                                APRIL 30
                                                       --------------------------
                                                          2003            2002
                                                       ----------     -----------
                                                                 
NET SALES                                               $ 46,125        $ 39,261
Cost of Sales                                             36,210          31,991
                                                        --------        --------

GROSS PROFIT                                               9,915           7,270
Selling, General and Administrative Expenses              (7,854)         (6,644)
                                                        --------        --------
INCOME FROM OPERATIONS                                     2,061             626

OTHER INCOME (EXPENSE)
  Interest Expense                                          (605)           (597)
  Interest Income                                             45              67
  Gain on the Sale of Mineral Rights                        ----             769
  Other, Net                                                 (27)           (141)
                                                        --------        --------
               TOTAL OTHER EXPENSE, NET                     (587)             98
                                                        --------        --------

INCOME BEFORE INCOME TAXES                                 1,474             724
Income Taxes                                                 497             220
                                                        --------        --------
NET INCOME                                              $    977        $    504

NET INCOME PER SHARE
  BASIC                                                 $   0.18        $   0.09
                                                        ========        ========
  DILUTED                                               $   0.17        $   0.09
                                                        ========        ========
AVERAGE SHARES OUTSTANDING
  BASIC                                                    5,564           5,614
                                                        ========        ========
  DILUTED                                                  5,714           5,712
                                                        ========        ========

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

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

                                                        FOR THE THREE MONTHS ENDED
                                                                 APRIL 30
                                                        --------------------------
                                                           2003           2002
                                                        --------        --------
                                                                 
NET INCOME (LOSS)                                       $    977        $    504
                                                        --------        --------

Other Comprehensive Income:
  Cumulative Translation Adjustments                          12              55
                                                        --------        --------
TOTAL COMPREHENSIVE INCOME (LOSS)                       $    989        $    559
                                                        ========        ========

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

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

                                                        FOR THE NINE MONTHS ENDED
                                                                 APRIL 30
                                                        --------------------------
CASH FLOWS FROM OPERATING ACTIVITIES                       2003            2002
- ------------------------------------                   ---------       ----------
                                                                 
NET INCOME                                              $  2,607        $    845
                                                        --------        --------

Adjustments to Reconcile Net Income to Net Cash
  Provided by Operating Activities:
    Depreciation and Amortization                          6,669           6,624
    Provision for Bad Debts                                  322             335
    Loss on the Sale of Fixed Assets                         118              91
    (Increase) Decrease in:
        Accounts Receivable                               (2,712)          1,574
        Other Receivables                                  1,019          (1,118)
        Inventories                                          957           2,344
        Prepaid Overburden Removal Expense                   938              47
        Prepaid Expenses                                    (125)            145
        Other Assets                                        (218)            217
    Increase (Decrease) in:
        Accounts Payable                                     829          (1,580)
        Accrued Expenses                                   1,436          (1,462)
        Deferred Compensation                                107             129
        Other Liabilities                                    694             (90)
                                                        --------        --------
               TOTAL ADJUSTMENTS                          10,034           7,256
                                                        --------        --------
    NET CASH PROVIDED BY OPERATING ACTIVITIES             12,641           8,101
                                                        --------        --------

CASH FLOWS FROM INVESTING ACTIVITIES
    Capital Expenditures                                  (2,956)         (2,937)
    Proceeds from Sale of Property,
      Plant and Equipment                                    678              14
    Purchases of Net Assets                               (6,672)            ---
    Purchases of Investment Securities                   (28,102)         (1,267)
    Dispositions of Investment Securities                 26,782           1,257
                                                        --------        --------
    NET CASH USED IN INVESTING ACTIVITIES                (10,270)         (2,933)
                                                        --------        --------
CASH FLOWS FROM FINANCING ACTIVITIES
    Principal Payments on Long-Term Debt                  (2,500)         (1,507)
    Dividends Paid                                        (1,419)         (1,420)
    Changes in Treasury Stock                               (952)             (4)
    Other                                                    118             114
                                                        --------        --------
    NET CASH USED IN FINANCING ACTIVITIES                 (4,753)         (2,817)
                                                        --------        --------
NET (DECREASE) INCREASE IN CASH
  AND CASH EQUIVALENTS                                    (2,382)          2,351
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR               7,154           4,444
                                                        --------        --------
CASH AND CASH EQUIVALENTS, APRIL 30                    $   4,772       $   6,795
                                                       =========       =========

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

                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, 2002, 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 2003.

As part of its overall operations, the Company mines sorbent materials on
property that it either owns or leases. A significant part of the Company's
overall mining cost is incurred during the process of removing the overburden
(non-usable material) from the mine site, thus exposing the sorbent material
that is then used in a majority of the Company's production processes. The cost
of the overburden removal is recorded in a prepaid expense account and, as the
usable sorbent material is mined, the prepaid overburden removal expense is
amortized over the estimated available material. As of April 30, 2003, the
Company had $2,740,000 of prepaid overburden removal expense recorded on its
consolidated balance sheet. During the first nine months of fiscal 2003, the
Company amortized to current expense approximately $2,790,000 of previously
recorded prepaid expense. Please also refer to Note 4 for a discussion of a
change in the accounting estimate associated with this prepaid expense.

During the normal course of the Company's overburden removal activities the
Company performs on-going reclamation activities. As overburden is removed from
a pit, it is hauled to a previously mined pit and used to refill the older site.
This process allows the Company to continuously reclaim older pits and dispose
of overburden simultaneously, therefore minimizing the liability for the
reclamation function.

Additionally, it is Oil-Dri's policy to capitalize the purchase cost of land and
mineral rights, including associated legal fees, survey fees and real estate
fees. The cost of obtaining mineral patents, including legal fees and drilling
expenses, are also capitalized. Development costs of determining the nature and
amount of mineral reserves and any prepaid royalties that are offsetable against
future royalties due upon extraction of the mineral are also capitalized. All
exploration related costs are expensed as incurred.

2. INVENTORIES

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

                             APRIL 30     JULY 31
                           (UNAUDITED)   (AUDITED)
                           -------------------------
                               2003        2002
                           -------------------------

Finished goods                 $6,846      $6,673
Packaging                       3,999       3,368
Other                           1,503       1,757
                              -------     -------
                              $12,348     $11,798
                              =======     =======

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

3. PURCHASE OF ASSETS RELATED TO THE JONNY CAT(R) BRAND OF CAT LITTER

On December 13, 2002, the Company completed the purchase, for $6,000,000 in
cash, of assets related to the Jonny Cat(R) brand of cat litter (the "Purchase")
from a wholly owned subsidiary of The Clorox Company (NYSE: CLX). The Company
has also spent approximately $672,000 on various post-closing costs related to
the Purchase. Included in the Purchase were inventories, trademarks, a
manufacturing plant in Taft, California, and mineral reserves.

The aggregate purchase price has initially been allocated as follows:

      Inventory                           $1,507,000
      Prepaid Expenses                    $  493,000
      Property, Plant & Equipment         $4,295,000
      Trade Marks & Trade Name            $  377,000
                                          ----------
           Purchase total                 $6,672,000
                                          ==========

In anticipation of the Purchase, the Company and Harris Trust and Savings Bank
executed a second amendment to the Credit Agreement, dated January 29, 1999, as
amended, between them. This amendment, among other things, modified the fixed
charge coverage ratio such that the Company was allowed to incur (and exclude
for purposes of that ratio) up to $6,000,000 of capital expenditures related to
the Purchase on or before March 31, 2003, effectively allowing the Company to
complete the Purchase and remain in compliance with this covenant. As discussed
in the Liquidity and Capital Resources section of this Form 10-Q, the Company
has other credit agreements containing restrictive covenants (which, among other
things, limit the Company's ability to make capital expenditures), none of these
other credit agreements limited the Company's ability to consummate the
Purchase.

The Company has assessed the pro forma disclosure criteria of SFAS No. 141 and
has determined that the Purchase is not material under the asset, investment and
income tests of the pronouncement. Based on that assessment, the Company has
concluded that the pro forma results are not materially different from the
results reported in the current filing.

4. CHANGE IN ACCOUNTING ESTIMATE FOR PREPAID OVERBURDEN REMOVAL EXPENSE

During the second quarter of fiscal 2002, an internal review of the estimated
amount of uncovered mineable clay took place at the Company's Georgia production
complex. The quantity of uncovered clay is one of the key elements in the
amortization of the prepaid overburden removal expense account balance. The
review led to a change in the estimated amount of uncovered clay, which in turn
caused a change in the rate of amortization per ton of the prepaid overburden
removal expense account. The impact of this estimate revision for the first six
months of fiscal 2003 was an additional pre-tax charge to cost of goods sold of
approximately $630,000 versus the previous estimate, or approximately $0.08 per
fully diluted share on an after-tax basis. The estimate change also increased
the amortization rate approximately $1.31 per ton of uncovered mineable clay.
The Company returned to using lower rates, more consistent with its historic
experience at the Georgia complex, to amortize the overburden account at the end
of the second quarter of fiscal 2003.

5. SALE OF MINERAL RIGHTS

During the first quarter of fiscal 2003, the Company recorded a $139,000 pre-tax
gain from the sale of certain mineral leases on land in Tennessee. The land was
geographically located in an area that the Company was not actively planning to
develop. The mineral rights, had they been pursued, could have been associated
with any or all of the operating segments.

6. OTHER CONTRACTUAL INCOME

During the second quarter of fiscal 2003, the Company recorded $675,000 of other
contractual pre-tax income as a result of a one-time payment from a customer who
failed to meet minimum purchase requirements under a supply agreement with the
Company.

7. NEW ACCOUNTING STANDARDS AND PRONOUNCEMENTS

In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities." In June 2000, the FASB issued SFAS No. 138,
"Accounting for Derivative Instruments and Certain Hedging Activities, an
Amendment of SFAS No. 133," which was required to be adopted in fiscal years
beginning after June 15, 2000. In April 2003, the FASB issued SFAS No. 149
"Amendment of Statement 133 on Derivative Instruments and Hedging Activities"
which amended SFAS No. 133 and SFAS No. 138 and provided additional guidance on
accounting for derivative instruments. One of the primary amendments to SFAS No.
133 establishes a "normal purchases and normal sales" exception. This exception
permits a company to exclude contracts that provide for the purchase or sale of
something other than a financial derivative instrument that will be delivered in
quantities expected to be used or sold by the company over a reasonable period
of time in the normal course of its business operations. SFAS No. 149 provides
additional guidance for interpretation and evaluation for "normal purchases and
normal sales" contracts. The Company has forward purchase contracts for certain
natural gas commodities that qualify for the "normal purchase" exception
provisions of the amended statements. The adoption of SFAS No. 133 as amended by
SFAS No. 138 and SFAS No. 149 had no material impact on either the Company's
financial position or results of operations.

In June 2001, the FASB issued SFAS No. 141, "Business Combinations" and SFAS No.
142, "Goodwill and Other Intangible Assets" effective for fiscal years beginning
after December 15, 2001. Under SFAS No. 141, the pooling of interest method is
no longer permitted for business combinations after June 30, 2001. Under SFAS
No. 142, goodwill is no longer amortized, but is instead subject to annual
impairment tests in accordance with the Statements. Other intangible assets
continue to be amortized over their useful lives.

The Company adopted SFAS No. 142 in the first quarter of fiscal 2003. Management
conducted a review of the estimated fair market value of the business segments
during the first quarter of fiscal 2003, using a combination of discounted cash
flow techniques and an independent outside appraiser's evaluations. Based upon
management's review, no impairment adjustment was required at October 31, 2002.
Had SFAS No. 142 been in effect for fiscal 2002, net income and earnings per
share, net of tax, would have been as follows:

                                            Three Months Ended
                                                 April 31,
                                          ----------------------
                                           2003            2002
                                          ------          -------
                                                   
Net Income
    Net as reported                       $  977          $  504
    Add back:  Goodwill amortization         ---              28
                                          ------          ------
    Adjusted net income                   $  977          $  532
                                          ======          ======
Basic Earnings Per Share
    Net as reported                       $ 0.18          $ 0.09
    Goodwill amortization                    ---          $ 0.01
                                          ------          ------
    Adjusted net income                   $ 0.18          $ 0.10
                                          ======          ======
Diluted Earnings Per Share
    Net as reported                       $ 0.17          $ 0.09
    Goodwill amortization                    ---             ---
                                          ------          ------
    Adjusted net income                   $ 0.17          $ 0.09
                                          ======          ======
Weighted Average Shares Outstanding
    Basic                                  5,564           5,614
    Fully diluted                          5,714           5,712

                                            Nine Months Ended
                                                 April 30,
                                         ------------------------
                                           2003            2002
                                         --------        --------
                                                   
Net Income
    Net as reported                       $2,607          $  845
    Add back:  Goodwill amortization         ---              87
                                          ------          ------
    Adjusted net income                   $2,607          $  932
                                          ======          ======
Basic Earnings Per Share
    Net as reported                       $ 0.47          $ 0.15
    Goodwill amortization                   ---           $ 0.02
                                          ------          ------
    Adjusted net income                   $ 0.47          $ 0.17
                                          ======          ======
Diluted Earnings Per Share
    Net as reported                       $ 0.46          $ 0.15
    Goodwill amortization                    ---          $ 0.02
                                          ------          ------
    Adjusted net income                   $ 0.46          $ 0.17
                                          ======          ======

Weighted Average Shares Outstanding
    Basic                                  5,599           5,614
    Fully diluted                          5,695           5,660

In June 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations," effective for fiscal years beginning after June 15, 2002. Under
the new rules, the fair value of a liability for any asset retirement obligation
is recognized in the period in which it is incurred if a reasonable estimate of
fair value can be made. The Company adopted SFAS No. 143 as of January 31, 2003.
During the normal course of the Company's overburden removal activities the
Company performs on-going reclamation activities. As overburden is removed from
a pit, it is hauled to a previously mined pit and used to refill the older site.
This process allows the Company to continuously reclaim older pits and dispose
of overburden simultaneously, therefore minimizing the liability for the
reclamation function. Consequently, the Company determined that an additional
liability for land reclamation was immaterial to the overall presentation of
the financial statements.

In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment of
Disposal or Long-Lived Assets," effective for years beginning after December 15,
2001. Under the new rules, the accounting and reporting for the impairment and
disposal of long-lived assets have been superseded from SFAS No. 121 and APB No.
30. Also, ARB No. 51 has been amended to eliminate the exception for
consolidation for a temporary subsidiary. Adoption is required for fiscal years
beginning after December 15, 2001. Effective October 31, 2002, the Company
adopted SFAS No. 144, which did not have an effect on the financial statements
of the Company.

In December of 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure," effective for interim periods
beginning after December 15, 2002. The statement provides alternative methods of
transition for a voluntary change to the fair value based method of accounting
for stock-based employee compensation. In addition, the statement amends the
disclosure requirements of SFAS No. 123 to require prominent disclosures in both
the annual and interim financial statements about the method of accounting for
stock-based employee compensation and the effect of the method used on reported
results. The Company has adopted the disclosure requirements for the third
quarter of fiscal 2003. Please see Note 9 for a discussion of the Company's
stock-based compensation expense and the disclosure required by SFAS Nos. 123
and 148.

8. SEGMENT REPORTING

The Company has four reportable operating segments: Consumer Products Group,
Specialty Products Group, Crop Production and Horticultural Products Group, and
Industrial and Automotive Products Group. These segments are managed separately
because each business has different economic characteristics.

The accounting policies of the segments are the same as those described in Note
1 of the consolidated financial statements included in the Company's Annual
Report on Form 10-K for the fiscal year ended July 31, 2002 filed with the
Securities and Exchange Commission.

Management does not rely on any segment asset allocations and does not consider
them meaningful because of the shared nature of the Company's production
facilities. However the Company has estimated the segment asset allocations as
follows:

                                                    (in thousands)
                                           APRIL 30, 2003   JULY 31, 2002
                                           --------------   -------------
                                                        
Consumer Products Group                       $ 51,924        $ 50,859
Specialty Products Group                      $ 14,838        $ 15,585
Crop Production and
   Horticultural Products Group               $ 13,560        $ 10,794
Industrial and Automotive Products Group      $  8,286        $  8,365
Unallocated Assets                            $ 37,255        $ 39,432
                                              --------        --------
TOTAL ASSETS                                  $125,863        $125,035
                                              ========        ========

                                                           Nine Months Ended April 30
                                            ----------------------------------------------------
                                                      Net Sales               Operating Income
                                             ----------------------     ------------------------
                                                2003          2002          2003          2002
                                             ---------    ---------     ---------     ----------
                                                                (in thousands)
                                                                           
Consumer Products Group                      $ 76,540      $ 76,107       $ 9,918       $ 5,787
Specialty Products Group                       18,970        18,446         4,339         3,819
Crop Production and
   Horticultural Products Group                17,325        13,840         2,307         2,038
Industrial and Automotive Products Group       15,476        14,671          (331)          214
                                             --------      --------       -------       -------
TOTAL SALES/OPERATING INCOME                 $128,311      $123,064        16,233        11,858
                                             ========      ========       -------       -------

  Gain on the Sale of Mineral Rights(1)                                       139           769
  Other Contractual Income(2)                                                 675           ---
Less:
  Corporate Expenses                                                       11,428         9,696
  Interest Expense,
     net of Interest Income                                                 1,788         1,727
                                                                          -------       -------

INCOME BEFORE INCOME TAXES                                                  3,831         1,204
Income Taxes                                                                1,224           359
                                                                          -------       -------
NET INCOME                                                                $ 2,607          $845
                                                                          =======       =======

                                                         Three Months Ended April 30
                                            ----------------------------------------------------
                                                    Net Sales               Operating Income
                                            ----------------------      ------------------------
                                               2003          2002          2003          2002
                                            ---------    ---------     ---------      ----------
                                                               (in thousands)

Consumer Products Group                      $26,563       $23,046        $3,312        $1,633
Specialty Products Group                       6,343         5,779         1,427         1,185
Crop Production and
   Horticultural Products Group                7,574         5,544         1,250         1,142
Industrial and Automotive Products Group       5,645         4,892            (4)          (24)
                                            --------      --------       -------       -------

TOTAL SALES/OPERATING INCOME                 $46,125       $39,261         5,985         3,936
                                            ========      ========       =======       =======

  Gain on the Sale of Mineral Rights(1)                                      ---           769
Less:
  Corporate Expenses                                                       3,951         3,450
  Interest Expense, net of Interest Income                                   560           531
                                                                         -------       -------

INCOME BEFORE INCOME TAXES                                                 1,474           724
Income Taxes                                                                 497           220
                                                                         -------       -------
NET INCOME                                                               $   977       $   504
                                                                         =======       =======

1. See Note 5 for a discussion of the gain on the sale of mineral rights.
2. See Note 6 for a discussion of the other contractual income.

9.    STOCK-BASED COMPENSATION DISCLOSURE

The Company currently accounts for stock-based compensation in accordance with
Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees," and related Interpretations. Had the Company accounted for
stock-based compensation in accordance with SFAS No. 123, " Accounting for
Stock-Based Compensation," the Company would have reported the following pro
forma amounts for the quarters and nine-month periods ended April 30, 2003 and
2002:

                                   Quarter Ended April   Nine Months Ended
                                           30,              April 30,
                                  ---------------------  -------------------
                                     2003       2002        2003     2002
                                  ---------------------- -------------------
                                                         
Net income as reported               $ 977     $ 504      $ 2,607     $ 845

Stock-based employee                     4         3           10        10
compensation expense included in
reported net income, net of tax

Pro forma adjustment-additional
compensation expense had SFAS        (163)      (189)        (485)     (541)
No. 123 been adopted, net of tax
                                    -----      -----      -------     -----
Pro forma net income                $ 818      $ 318      $ 2,132     $ 314
                                    =====      =====      =======     =====

Basic earnings per share, as        $0.18      $0.09        $0.47     $0.15
reported
Basic earnings per share, pro       $0.15      $0.06        $0.38     $0.06
forma
Diluted earnings per share, as      $0.17      $0.09        $0.46     $0.15
reported
Diluted earnings per share, pro     $0.14      $0.06        $0.37     $0.06
forma

The fair value of each option grant was estimated on the date of grant using the
Black-Scholes option-pricing model, with the following weighted average
assumptions for options granted during the nine months ended April 30, 2003 and
2002, respectively: risk free interest rates of 3.95% and 4.70%; dividend yield
of 4.74% and 5.83%; expected lives of 5.4 years; and volatility of 36.0% and
38.1%. There were no options issued during the third quarter of the fiscal years
ending July 31, 2003 or 2002.

10. KAMTERTER GOODWILL WRITE-OFF

During the third quarter of fiscal 2003, the Company wrote-off its goodwill
asset of $350,000 associated with its equity investment in Kamterter II, LLC, an
agricultural research and development company. The write-off reflected, among
other things, recent continuing operating losses at Kamterter.

11. ASSET DISPOSTIONS

During the third quarter of fiscal 2003, the Company recorded a $270,000 pre-tax
gain from the sale of land owned in Florida. The land was geographically located
in an area that the Company was not actively planning to develop. The Company
also sold a small property in Oregon for an approximate pre-tax gain of $40,000.
Also during the third quarter, the Company determined that one of its production
lines at its Blue Mountain, Mississippi manufacturing facility was going to be
taken out of service due to existing market conditions and held as an asset
available for sale. The asset was written down to its estimated net sales value,
which generated an approximate $385,000 pre-tax loss.

ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
        FINANCIAL CONDITION AND RESULTS OF OPERATIONS

NINE MONTHS ENDED APRIL 30, 2003 COMPARED TO
NINE MONTHS ENDED APRIL 30, 2002

RESULTS OF OPERATIONS

Consolidated net sales for the nine months ended April 30, 2003 were
$128,311,000, an increase of 4.3% from net sales of $123,064,000 in the first
nine months of fiscal 2002. Net income for the first nine months of fiscal 2003
was $2,607,000, an increase of 208% from $845,000 earned in the first nine
months of fiscal 2002. Fiscal 2003 net income was positively impacted by a
pre-tax gain of $139,000 on the sale of mineral rights, a pre-tax contractual
payment of $675,000 from a customer that failed to meet minimum purchase
requirements under a supply agreement with the Company, a pre-tax gain on real
estate sales of $310,000, improved sales and reduced distribution costs. The
increase in net income was partially offset by a pre-tax asset write-off of
$385,000 and a pre-tax goodwill write-off of $350,000. Net income for the first
nine months of fiscal 2002 was positively impacted by a pre-tax $769,000 gain on
the sale of mineral rights and negatively impacted by a pre-tax $100,000 asset
write-off. Basic and diluted net income per share for the first nine months of
fiscal 2003 were $0.47 and $0.46, respectively, versus $0.15 basic and diluted
net income per share for the first nine months of fiscal 2002.

Net sales of the Consumer Products Group for the first nine months of fiscal
2003 were $76,540,000, an increase of 0.6% from net sales of $76,107,000 in the
first nine months of fiscal 2002. This segment's operating income increased
71.4% from $5,787,000 in the first nine months of fiscal 2002 to $9,918,000 in
the first nine months of fiscal 2003. Net sales were reduced by the elimination
of unprofitable business with Wal-Mart, which was implemented in the fourth
quarter of fiscal 2002. In that quarter, Wal-Mart and Oil-Dri agreed on new
terms pursuant to which Oil-Dri stopped shipping private label cat litter to
Wal-Mart distribution centers where the freight cost (a cost borne by Oil-Dri)
was prohibitive. This change caused sales to be reduced but profits to be
increased in terms of both gross profit margin and absolute dollars. The
reduction in sales to Wal-Mart has essentially been offset by the acquisition of
the Jonny Cat(R) product line. That product line addition has also contributed
positively to the Company's gross profit.

Net sales of the Specialty Products Group for the first nine months of fiscal
2003 were $18,970,000, an increase of 2.8% from net sales of $18,446,000 in the
first nine months of fiscal 2002. This segment's operating income increased
13.6% from $3,819,000 in the first nine months of fiscal 2002 to $4,339,000 in
the first nine months of fiscal 2003. The profit increase was driven by improved
sales of PelUnite(R) and PelUnite PlusTM animal feed binding agents and by
currency changes, which had a positive impact on selling prices.

Net sales of the Crop Production and Horticultural Products Group for the first
nine months of fiscal 2003 were $17,325,000, an increase of 25.2% from net sales
of $13,840,000 in the first nine months of fiscal 2002. The net sales increase
resulted primarily from increased sales of Agsorb(R) drying agents and Pro's
Choice(R) sports field products. The sports field products have seen strong
growth in the golf course market place. This segment's operating income
increased by 13.2% from $2,038,000 in the first nine months of fiscal 2002 to
$2,307,000 in the first nine months of fiscal 2003. The increase in operating
income was driven by the gross profit change from increased sales.

Net sales of the Industrial and Automotive Products Group for the first nine
months of fiscal 2003 were $15,476,000, an increase of 5.5% from net sales of
$14,671,000 in the first nine months of fiscal 2002. This segment's operating
income decreased from a profit of $214,000 in the first nine months of fiscal
2002 to a loss of $331,000 in the first nine months of fiscal 2003. The loss was
driven by higher than anticipated manufacturing processing labor and expenses.
Also, the recent spike in fuel prices impacted the income of this group,
especially during the third quarter.

Consolidated gross profit as a percentage of net sales for the first nine months
of fiscal 2003 increased to 21.3% from 18.7% in the first nine months of fiscal
2002. A favorable sales mix lead by the acquired Jonny Cat product line in the
Consumer Products Group, improved sales of PelUnite Plus in the Specialty
Product Group, increased sales of fine Agsorb and sports field products in Crop
Production and Horticultural Products Group and the elimination of sales to
unprofitable geographic areas all contributed to this increase. The Company's
year-to-date fuel costs are down approximately 7% for the first nine months due
to lower prices from the same period in fiscal 2002. However, recent fuel price
increases drove an 8% fuel rate increase for the third quarter ending April 30,
2003.

Operating expenses as a percentage of net sales for the first nine months of
fiscal 2003 remained flat at 16.9% as compared to the first nine months of
fiscal 2002. Operating expenses in the first nine months of fiscal 2003 were
reduced by other contractual income of $675,000, but were increased overall by
an increase in discretionary compensation expense. These two factors along with
the increased sales led to a relatively consistent overall expense ratio.

Interest expense and interest income for the first nine months of fiscal 2003
did not vary significantly from fiscal 2002.

The Company's effective tax rate was 32.0% of pre-tax income in the first nine
months of fiscal 2003 versus 29.8% in the first nine months of fiscal 2002. The
other contractual income, the gains from real estate and mineral rights
dispositions, the California state income tax impact on the Taft, California
production facility and the impact of a lower depletion allowance at Taft
compared to the Company's other production facilities all led to the increased
rate. The Company anticipates that the Taft facility will not achieve depletion
allowance values similar to the Company's other facilities for at least the next
few years.

Total assets of the Company increased $828,000 or 0.7% during the first nine
months of fiscal 2003. Current assets increased $540,000 or 0.9% from fiscal
2002 year-end balances, primarily due to increases in accounts receivable,
inventory and prepaid expenses. The accounts receivable increase was related to
the improved sales results as described previously. Offsetting some of the
increase were decreases in cash and cash equivalents and investments, which were
principally used to consummate the purchase, for $6,000,000 in cash, of assets
related to the Jonny Cat(R) brand of cat litter business (the "Purchase") from a
wholly owned subsidiary of The Clorox Company (NYSE: CLX). However, positive
operating cash flows have driven the combined Cash and Investments in Treasury
securities balances to 93% of the fiscal 2002 year-end balances. Also offsetting
some of the increase was a decrease in prepaid overburden removal expenses.

Property, plant and equipment, net of accumulated depreciation, increased
$413,000 or 0.8% during the first nine months of fiscal 2003. The increase was
due to the Purchase, but was substantially offset by normal depreciation expense
on the Company's pre-existing fixed asset base.

Total liabilities increased $558,000 or 1.0% during the first nine months of
fiscal 2003. Current liabilities increased $3,757,000 or 18.9% during the first
nine months of fiscal 2003, as a result of increases in current maturities of
notes payable, accounts payable, freight payables, trade promotions, and other
current liabilities.

EXPECTATIONS

The Company believes that sales for the last quarter of fiscal 2003 should
increase from the same quarter of fiscal 2002. The sales from the Jonny Cat line
of products should help to drive increased sales in the upcoming quarter.
However, the Company is not projecting the same quarter over quarter growth in
the Crop Production and Horticultural Products Group as was experienced in the
third quarter. The inability to predict potential rate increases in natural gas
and other fuel sources causes the Company to be cautious about the results for
the fourth quarter of fiscal 2003 and the full year of fiscal 2004. In light of
the strong first nine-month performance, the Company is raising its earnings
estimate to a range of $0.45 to $0.60 per fully diluted share for the full year
of fiscal 2003.

LIQUIDITY AND CAPITAL RESOURCES

Working capital decreased $3,217,000 during the first nine months of fiscal 2003
to $34,435,000, primarily due to a reduction of prepaid overburden removal
expense and increased current notes payable, accounts payable, freight payables,
accrued trade promotions and other current liabilities. This decrease was offset
partially by increased accounts receivables, prepaid expenses and inventories.
During the first nine months of fiscal 2003, the balances of cash, cash
equivalents, investments and investment in Treasury securities decreased
$1,061,000 to $15,175,000. This decrease was the result of the Purchase, but has
been largely offset since then by continued positive operating cash flow.

Cash provided by operating activities was used to fund capital expenditures of
$2,956,000, the Purchase, payments on long-term debt of $2,500,000, repurchase
of Treasury Stock of $952,000 and dividend payments of $1,419,000. Total cash
and investment balances held by the Company's foreign subsidiaries at April 30,
2003 and July 31, 2002 were $2,493,000 and $2,187,000, respectively.

Accounts receivable, less allowance for doubtful accounts, increased 11.2%
during the first nine months of fiscal 2003. This increase was in large part
driven by improved sales in the Crop Production and Horticultural Products Group
and the additional sales from the Jonny Cat product line. The Company maintains
policies and practices to monitor the creditworthiness of its customers. These
policies include maintaining and monitoring a list of customers whose
creditworthiness has diminished. The total balance of accounts receivable for
accounts on that list represents approximately 12.5% of the Company's
outstanding receivables at April 30, 2003.

On November 22 2002, the Company and Harris Trust and Savings Bank executed a
second amendment to the Credit Agreement, dated January 29, 1999, between them.
See Note 3 above.

The table listed below depicts the Company's Contractual Obligations and
Commercial Commitments at April 30, 2003 for the timeframes listed:

CONTRACTUAL OBLIGATIONS
- -----------------------
                                                                  PAYMENTS DUE BY PERIOD
                                ----------------------------------------------------------------------------------------
CONTRACTUAL OBLIGATIONS               TOTAL        LESS THAN 1 YEAR     1 - 3 YEARS        4 - 5 YEARS     AFTER 5 YEARS
                                --------------     ----------------    ------------        ------------    -------------
                                                                                           
Long-Term Debt                   $ 31,750,000       $  4,350,000       $  7,160,000        $  8,160,000    $ 12,080,000
Operating Leases                   14,526,000          2,228,000          2,686,000           1,909,000       7,703,000
Unconditional Purchase
   Obligations                        828,000            828,000                 --                  --              --
                                 ------------       ------------       ------------        ------------    ------------
Total Contractual
   Cash Obligations              $ 47,104,000       $  7,406,000       $  9,846,000        $ 10,069,000    $ 19,783,000
                                 ============       ============       ============        ============    ============

OTHER COMMERCIAL COMMITMENTS
- ----------------------------
                                                      AMOUNT OF COMMITMENT EXPIRATION PER PERIOD
                                ----------------------------------------------------------------------------------------
                                     TOTAL
OTHER COMMERCIAL COMMITMENTS   AMOUNTS COMMITTED   LESS THAN 1 YEAR     1 - 3 YEARS        4 - 5 YEARS     AFTER 5 YEARS
                                --------------     ----------------    ------------        ------------    -------------
                                                                                           
Standby Letters of Credit        $  2,963,000       $  2,963,000                 --                 --                --
Other Commercial Commitments        3,133,000          3,133,000                 --                 --                --
                                 ------------       ------------       ------------       ------------      ------------
Total Commercial Commitments     $  6,096,000       $  6,096,000       $         --        $        --     $          --
                                 ============       ============       ============        ===========     =============

The Company's liquidity needs have been, and are expected to be, met through
internally generated funds and, to the extent needed, borrowings under the
Company's revolving credit facility with Harris Trust and Savings. As of April
30, 2003, the Company had $7,500,000 available under the credit facility. The
Credit Agreement, as amended, contains restrictive covenants that, among other
things and under various conditions (including a limitation on capital
expenditures), limit the Company's ability to incur additional indebtedness or
to acquire or dispose of assets and to pay dividends.

The Company believes that cash flow from operations and availability under its
revolving credit facility will provide adequate funds for foreseeable working
capital needs, capital expenditures at existing facilities and debt service
obligations. The Company's ability to fund operations, to make planned capital
expenditures, to make scheduled debt payments and to remain in compliance with
all of the financial covenants under debt agreements, including, but not limited
to, the Credit Agreement, depends on its future operating performance, which, in
turn, is subject to prevailing economic conditions and to financial, business
and other factors.

THREE MONTHS ENDED APRIL 30, 2003 COMPARED TO
THREE MONTHS ENDED APRIL 30, 2002

RESULTS OF OPERATIONS

Consolidated net sales for the three months ended April 30, 2003 were
$46,125,000, an increase of 17.5% from net sales of $39,261,000 in the third
quarter of fiscal 2002. Net income for the third quarter of fiscal 2003 was
$977,000, an increase of 93.8% from $504,000 earned in the third quarter of
fiscal 2002. Fiscal 2003 net income was positively impacted by the strong sales
performance, which is detailed below, a pre-tax gain on real estate sales of
$310,000 and reduced distribution costs. The increase in income was partially
offset by a pre-tax asset write-off of $385,000 and a pre-tax goodwill write-off
of $350,000. Net income for the third quarter of fiscal 2002 was positively
impacted by a pre-tax $769,000 gain on the sale of mineral rights and negatively
impacted by a pre-tax $100,000 asset write-off. Basic and diluted net income per
share for the third quarter of fiscal 2003 were $0.18 and $0.17, respectively,
versus $0.09 basic and diluted net income per share earned in the third
quarter of fiscal 2002.

Net sales of the Consumer Products Group for the third quarter of fiscal 2003
were $26,563,000, an increase of 15.3% from net sales of $23,046,000 in the
third quarter of fiscal 2002. This segment's operating income increased 103%
from $1,633,000 in the third quarter of fiscal 2002 to $3,312,000 in the third
quarter of fiscal 2003. Sales growth of 37% was seen in the Company's Kat Kit(R)
product line and 27% growth in the Cat's Pride(R) multiple cat scoopable product
offerings. The acquisition of the Jonny Cat product line also added a
significant sales boost to the quarter. Sales were reduced by the elimination of
unprofitable business with Wal-Mart, which was implemented in the fourth quarter
of fiscal 2002. The incremental gross profit from the sales increases and the
reduction of distribution costs associated with the Wal-Mart change drove the
improved profits for the quarter.

Net sales of the Specialty Products Group for the third quarter of fiscal 2003
were $6,343,000, an increase of 9.8% from net sales of $5,779,000 in the third
quarter of fiscal 2002. The segment's operating income increased 20.4% from
$1,185,000 in the third quarter of fiscal 2002 to $1,427,000 in the third
quarter of fiscal 2003. The profit increase was driven by currency changes,
which had a positively impact on selling prices and by improved sales of
domestic animal health and nutrition products, which include PelUnite, and
PelUnite Plus pellet binders and Poultry Guard(R) litter amendments and
Conditionade(R) binding agents. The Poultry Guard and PelUnite product lines
both reported sales and gross profit increases for the period.

Net sales of the Crop Production and Horticultural Products Group for the third
quarter of fiscal 2003 were $7,574,000, an increase of 36.6% from net sales of
$5,544,000 in the third quarter of fiscal 2002. The quarterly sales increases
followed the full year trend of growth in Agsorb agricultural products and Pro's
Choice sports field products. The sports field products have seen strong growth
in the golf course market place. This segment's operating income increased by
9.5% from $1,142,000 in the third quarter of fiscal 2002 to $1,250,000 in the
third quarter of fiscal 2003. The increase in operating profit was driven by the
gross profit change from increased sales. However, the recent fuel cost
increases experienced by the Company lowered the overall profit increase.

Net sales of the Industrial and Automotive Products Group for the third quarter
of fiscal 2003 were $5,645,000, an increase of 15.4% from net sales of
$4,892,000 in the third quarter of fiscal 2002. A large portion of the sales
increase was driven by the Taft plant purchase. This segment's operating income
improved from a loss of $24,000 in the third quarter of fiscal 2002 to a loss of
$4,000 in the third quarter of fiscal 2003. Improvements in manufacturing
processing labor and expenses and the sales increases were offset by the recent
spike in fuel prices.

Consolidated gross profit as a percentage of net sales for the third quarter of
fiscal 2003 increased to 21.5% from 18.5% in the third quarter of fiscal 2002. A
favorable sales mix led by the acquired Jonny Cat product line, Kat Kit products
and Cat's Pride products in the Consumer Products Group, improved sales of
Poultry Guard and PelUnite products in the Specialty Product Group, increased
sales of Agsorb and Pro's Choice products in the Crop Production and
Horticultural Products Group and lower distribution costs due to the Wal-Mart
change all contributed to this increase. Offsetting these improvements were
price increases in the energy markets. These market changes drove an 8% fuel
rate increase for the third quarter of fiscal 2003 as compared to the same
quarter in fiscal 2002.

Operating expenses as a percentage of net sales for the third quarter of fiscal
2003 were flat compared to the same period in fiscal 2002 at approximately 17%.
The third quarter of fiscal 2003 was impacted by the $350,000 goodwill
write-off.

Interest expense net of interest income for the third quarter of fiscal 2003
increased by $30,000 compared to the third quarter of fiscal 2002. Interest
income for the third quarter of fiscal 2003 decreased compared to the same
period in fiscal 2002 due to lower yields in the market place and a change in
the portfolio mix.

The Company's effective tax rate was 33.7% of pre-tax income in the third
quarter of fiscal 2003 versus 30.4% in the third quarter of fiscal 2002.
Impacting the tax rate were the real estate gains, California's state income tax
impact on the Taft, California production facility and the impact of a lower
depletion allowance at Taft compared to the Company's other production
facilities. It is anticipated that the Taft facility will not achieve depletion
allowance values similar to the other facilities for at least the next few
years.

FOREIGN OPERATIONS

Net sales by the Company's foreign subsidiaries during the nine months ended
April 30, 2003 were $8,380,000 or 6.5% of total Company sales. This represents
an increase of 4.0% from the first nine months of fiscal 2002, in which foreign
subsidiary sales were $8,056,000 or 6.5% of total Company sales. This
increase in sales was seen largely in the Company's Canadian operation where
the addition of the Jonny Cat product line and price increases have exceeded
the loss of private label business from one customer. For the nine months
ended April 30, 2003, the foreign subsidiaries reported a loss of $44,000,
an improvement of $396,000 from the $440,000 loss reported in the first nine
months of fiscal 2002. The improvement for the year was due to improved sales
and lower material costs at the Company's Canadian operation.

Identifiable assets of the Company's foreign subsidiaries as of April 30, 2003
were $10,126,000 compared to $9,867,000 as of April 30, 2002.

Net sales by the Company's foreign subsidiaries during the three months ended
April 30, 2003 were $2,984,000 or 6.5% of total Company sales. This represents
an increase of 25.6% from the third quarter of fiscal 2002, in which foreign
subsidiary sales were $2,376,000 or 6.1% of total Company sales. Again, this
increase was driven by the addition of the Jonny Cat product line. For the three
months ended April 30, 2003, the foreign subsidiaries reported a loss of
$29,000, an improvement of $122,000 from the $151,000 loss reported in the third
quarter of fiscal 2002. The improvement for the quarter was due to improved
sales and lower material costs in Canada.

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," "ANTICIPATES" 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 TO UNCERTAINTIES SUCH AS CONTINUED VIGOROUS
COMPETITION IN THE GROCERY, MASS MERCHANDISER AND CLUB MARKETS AND SPECIALTY
PRODUCT MARKETS, THE LEVEL OF SUCCESS OF NEW PRODUCTS, AND THE COST OF PRODUCT
INTRODUCTIONS AND PROMOTIONS IN THE CONSUMER MARKET. FORWARD-LOOKING STATEMENTS
ARE ALSO SUBJECT TO THE RISK OF CHANGES IN MARKET CONDITIONS IN THE OVERALL
ECONOMY, ENERGY PRICES, THE RISK OF WAR OR INTERNATIONAL INSTABILITY AND, FOR
THE FLUIDS PURIFICATION AND AGRICULTURAL MARKETS, CHANGES IN PLANTING ACTIVITY,
CROP QUALITY AND OVERALL AGRICULTURAL DEMAND, INCLUDING EXPORT DEMAND,
INCREASING REGULATION OF THE FOOD CHAIN AND FOREIGN EXCHANGE RATE FLUCTUATIONS.
OTHER FACTORS AFFECTING THESE FORWARD-LOOKING STATEMENTS MAY BE DETAILED FROM
TIME TO TIME IN OTHER REPORTS FILED BY THE COMPANY WITH THE SECURITIES AND
EXCHANGE COMMISSION.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is exposed to interest rate risk and employs policies and procedures
to manage its exposure to changes in the market risk of its cash equivalents and
short-term investments. The Company had two interest rate swap agreements as of
April 30, 2003. The Company believes that the market risk arising from holdings
of its financial instruments is not material.

The Company is exposed to regulatory risk in the fluid purification and
agricultural markets, principally as a result of the risk of increasing
regulation of the food chain in the United States and Europe. The Company
actively monitors developments in this area, both directly and through trade
organizations of which it is a member.

The Company is exposed to commodity price risk with respect to natural gas. The
Company had contracted for a significant portion of its fuel needs for fiscal
2003 using forward purchase contracts to manage the volatility related to this
exposure. These contracts will reduce the volatility in fuel prices, and the
weighted average cost of these contracts has been estimated to be approximately
17% lower than the contracts for fiscal 2002. No contracts were entered into for
speculative purposes.

The table below provides information about the Company's natural gas future
contracts, which are sensitive to changes in commodity prices, specifically
natural gas prices. For the future contracts the table presents the notional
amounts in MMBtu's, the weighted average contract prices, and the total dollar
contract amount, which will mature by July 31, 2003. The Fair Value was
determined using the "Most Recent Settle" price for the "Henry Hub Natural Gas"
option contract prices as listed by the New York Mercantile Exchange on May 28,
2003.

- ---------------------------------------------------------
              COMMODITY PRICE SENSITIVITY
              NATURAL GAS FUTURE CONTRACTS
           FOR THE YEAR ENDING JULY 31, 2003
- ---------------------------------------------------------
                               Expected 2003     Fair
                                  Maturity        Value
- ---------------------------------------------------------
Natural Gas Future                645,000          --
Volumes (MMBtu's)
Weighted Average Price
(Per MMBtu)                      $   3.82          --
Contract Amount ($ U.S.,
in thousands)                    $2,462.9     $3,039.1
- ---------------------------------------------------------

Factors that could influence the fair value of the natural gas contracts,
include, but are not limited to, the creditworthiness of the Company's natural
gas suppliers, the overall general economy, developments in world events, and
the general demand for natural gas by the manufacturing sector, seasonality and
the weather patterns throughout the United States and the world. Some of these
same events have allowed the Company to mitigate the impact of the natural gas
contracts by the continued and in some cases expanded use of recycled oil in our
manufacturing processes. Accurate estimates of the impact that these contracts
may have on the Company's fiscal 2003 financial results are difficult to make
due to the inherent uncertainty of future fluctuations in option contract prices
in the natural gas options market.

ITEM 4.  CONTROLS AND PROCEDURES

(a)     Based on their evaluation within 90 days prior to the filing date
        of this Quarterly Report on Form 10-Q, the Company's Chief
        Executive Officer and Chief Financial Officer have concluded
        that the Company's disclosure controls and procedures as
        defined in Rule 13a-14(c) under the Securities Exchange Act of
        1934, as amended, are effective for gathering, analyzing, and
        disclosing the information the Company is required to disclose
        in reports filed under the Act.

(b)     There were no significant changes in the Company's internal controls or
        in other factors that could significantly affect those controls since
        the date of last evaluation of those internal controls.

PART II - OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

     (a)    EXHIBITS:

         Exhibit      Restatement dated April 1, 2003 of the
         10(j)(1):    Oil-Dri Corporation of America November 15,
                      1995 Deferred Compensation Plan

         Exhibit      Supplemental Executive Retirement Plan
         10(l):       dated April 1, 2003

         Exhibit 11:  Statement Re:  Computation of per share
                      earnings

         Exhibit 99:  Additional Exhibits: Certifications
                      pursuant to Section 906 of the
                      Sarbanes-Oxley Act of 2002

     (b)    REPORTS ON FORM 8-K:

            The Company filed a Current Report on Form 8-K dated February 28,
            2003, reporting that it had issued a press release announcing its
            second quarter and six month earnings.

            The Company filed a Current Report on Form 8-K dated March 14, 2003,
            reporting on Item 9 thereof that it had furnished Certifications
            pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section
            906 of the Sarbanes-Oxley Act of 2002.

            The Company filed a Current Report on Form 8-K dated March 28, 2003,
            reporting that it had issued a press release announcing its
            implementation of price increases.

   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:  June 12, 2003

   CERTIFICATIONS PURSUANT TO RULE 13A-14 UNDER THE SECURITIES EXCHANGE ACT
   OF 1934, AS AMENDED

   I. I, Daniel S. Jaffee, Chief Executive Officer of Oil-Dri Corporation of
   America, certify that:

       1.  I have reviewed this quarterly report on Form 10-Q of Oil-Dri
           Corporation of America ("Oil-Dri");

       2.  Based on my knowledge, this quarterly report does not contain any
           untrue statement of a material fact or omit to state a material fact
           necessary to make the statements made, in light of the circumstances
           under which such statements were made, not misleading with respect to
           the period covered by this quarterly report;

       3.  Based on my knowledge, the financial statements, and other financial
           information included in this quarterly report, fairly present in all
           material respects the financial condition, results of operations and
           cash flows of Oil-Dri as of, and for, the periods presented in this
           quarterly report;

       4.  Oil-Dri's other certifying officer and I are responsible for
           establishing and maintaining disclosure controls and procedures (as
           defined in Exchange Act Rules 13a-14 and 15d-14) for Oil-Dri and we
           have:

           a.  designed such disclosure controls and procedures to ensure that
               material information relating to Oil-Dri, including its
               consolidated subsidiaries, is made known to us by others within
               those entities, particularly during the period in which this
               quarterly report is being prepared.

           b.  evaluated the effectiveness of Oil-Dri's disclosure controls and
               procedures as of a date within 90 days prior to the filing date
               of this quarterly report (the "Evaluation Date"); and

           c.  presented in this quarterly report our conclusions about the
               effectiveness of the disclosure controls and procedures based on
               our evaluation as of the Evaluation Date:

       5.  Oil-Dri's other certifying officer and I have disclosed, based on our
           most recent evaluation, to Oil-Dri's auditors and the audit committee
           of Oil-Dri's board of directors:

           a.  all significant deficiencies in the design or operation of
               internal controls which could adversely affect Oil-Dri's ability
               to record, process, summarize and report financial data and have
               identified for Oil-Dri's auditors any material weaknesses in
               internal controls; and

           b.  any fraud, whether or not material, that involves management or
               other employees who have a significant role in Oil-Dri's internal
               controls; and

       6.  Oil-Dri's other certifying officer and I have indicated in this
           quarterly report whether or not there were significant changes in
           internal controls or in other factors that could significantly affect
           internal controls subsequent to the date of our most recent
           evaluation, including any corrective actions with regard to
           significant deficiencies and material weaknesses.

   Date:    June 12, 2003
            --------------------------

   By:      /s/ Daniel S. Jaffee
            --------------------------
            Daniel S. Jaffee
            President  and Chief  Executive
            Officer

   CERTIFICATIONS  PURSUANT TO RULE 13A-14 UNDER THE  SECURITIES  EXCHANGE ACT
   OF 1934, AS AMENDED

   I. I, Jeffrey M. Libert, Chief Financial Officer of Oil-Dri Corporation of
   America, certify that:

       1.  I have reviewed this quarterly report on Form 10-Q of Oil-Dri
           Corporation of America ("Oil-Dri");

       2.  Based on my knowledge, this quarterly report does not contain any
           untrue statement of a material fact or omit to state a material fact
           necessary to make the statements made, in light of the circumstances
           under which such statements were made, not misleading with respect to
           the period covered by this quarterly report;

       3.  Based on my knowledge, the financial statements, and other financial
           information included in this quarterly report, fairly present in all
           material respects the financial condition, results of operations and
           cash flows of Oil-Dri as of, and for, the periods presented in this
           quarterly report;

       4.  Oil-Dri's other certifying officer and I are responsible for
           establishing and maintaining disclosure controls and procedures (as
           defined in Exchange Act Rules 13a-14 and 15d-14) for Oil-Dri and we
           have:

           a.  designed such disclosure controls and procedures to ensure that
               material information relating to Oil-Dri, including its
               consolidated subsidiaries, is made known to us by others within
               those entities, particularly during the period in which this
               quarterly report is being prepared.

           b.  evaluated the effectiveness of Oil-Dri's disclosure controls and
               procedures as of a date within 90 days prior to the filing date
               of this quarterly report (the "Evaluation Date"); and

           c.  presented in this quarterly report our conclusions about the
               effectiveness of the disclosure controls and procedures based on
               our evaluation as of the Evaluation Date:

       5.  Oil-Dri's other certifying officer and I have disclosed, based on our
           most recent evaluation, to Oil-Dri's auditors and the audit committee
           of Oil-Dri's board of directors:

           a.  all significant deficiencies in the design or operation of
               internal controls which could adversely affect Oil-Dri's ability
               to record, process, summarize and report financial data and have
               identified for Oil-Dri's auditors any material weaknesses in
               internal controls; and

           b.  any fraud, whether or not material, that involves management or
               other employees who have a significant role in Oil-Dri's internal
               controls; and

       6.  Oil-Dri's other certifying officer and I have indicated in this
           quarterly report whether or not there were significant changes in
           internal controls or in other factors that could significantly affect
           internal controls subsequent to the date of our most recent
           evaluation, including any corrective actions with regard to
           significant deficiencies and material weaknesses.

   Date:    June 12, 2003
            --------------------------

   By:      /s/ Jeffrey M. Libert
            --------------------------
            Jeffrey M. Libert
            Chief Financial Officer

                                    EXHIBITS

Exhibit 10(j)(1):    Restatement dated April 1, 2003 of the Oil-Dri
                     Corporation of America November 15, 1995 Deferred
                     Compensation Plan

Exhibit 10(l):       Supplemental Executive Retirement Plan dated April
                     1, 2003

Exhibit 11:          Statement Re:  Computation of per share earnings

Exhibit 99:          Additional Exhibits: Certifications pursuant to
                     Section 906 of the Sarbanes-Oxley Act of 2002

Exhibit 10(j)(1):

          THE OIL-DRI CORPORATION OF AMERICA DEFERRED COMPENSATION PLAN
                 As Amended and Restated Effective April 1, 2003

ARTICLE 1 - INTRODUCTION

1.1         PURPOSE OF PLAN

Oil-Dri Corporation of America, a Delaware corporation, has adopted the Plan set
forth herein to provide a means by which certain employees and non-employee
directors may elect to defer receipt of designated percentages or amounts of
their Compensation.

1.2         STATUS OF PLAN

The Plan is intended to be "a plan which is unfunded and is maintained by an
employer primarily for the purpose of providing deferred compensation for a
select group of management or highly compensated employees" within the meaning
of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA, and shall be interpreted
and administered to the extent possible in a manner consistent with that intent.

ARTICLE 2 - DEFINITIONS

Wherever used herein, the following terms have the meanings set forth below,
unless a different meaning is clearly required by the context:

2.1   ACCOUNT means for each Participant, the bookkeeping account
established for his or her benefit under Section 5.1.

2.2    CHANGE OF CONTROL has the meaning set forth in the Oil-Dri
Corporation of America 1995 Long-Term Incentive Plan,as amended from
time to time.

2.3   CLAIMANT means a Participant or beneficiary of a Participant
who believes he or she is entitled to a benefit under the Plan.

2.4   CODE means the Internal Revenue Code of 1986, as amended from time
to time. Reference to any section or subsection of the Code includes reference
to any comparable or succeeding provisions of any legislation which amends,
supplements or replaces such section or subsection.

2.5   COMPANY means Oil-Dri Corporation of America or any successor to
all or a major portion of the Company's assets or business which assumes the
obligations of the Company.

2.6   COMPENSATION means employee cash compensation, including but not limited
to, base salary and bonuses payable under the Oil-Dri Corporation of America
Annual Incentive Plan (hereafter "Incentive Bonus"), and director cash
compensation, including but not limited to, retainers, meeting fees, and
consulting fees, payable to a Participant by the Company or an Employer.
Employee compensation is determined before giving effect to Elective Deferrals
and other salary reduction amounts which are not included in the Participant's
gross income under Code sections 125, 401(k), 402(h) or 403(b).

2.7   EARNINGS means the Company's long-term borrowing cost in effect during the
quarter for which Earnings are being credited plus one percent. Prior to October
1, 2000 Earnings means the reported composite rate of return experienced by the
investment portfolio(s) chosen by a Participant as crediting indices; and for
the portfolio referred to as the Oil-Dri Declared Rate Fund, Earnings means the
Company's long-term borrowing cost ("Interest") in effect during the quarter for
which Earnings are being credited. Prior to January 1, 1999, Earnings means
Interest as defined in this Section 2.7. For Participants who retired prior to
January 1, 1999, Earnings will continue to mean Interest as defined in this
Section 2.7.

2.8   EFFECTIVE DATE means December 15,  1995.

2.9   ELECTION FORM means the participation election form as approved and
prescribed by the Plan Administrator.

2.10  ELECTIVE DEFERRAL means the portion of Compensation which is deferred by
a Participant under Section 4.1.

2.11 ELIGIBLE EMPLOYEE OR DIRECTOR generally means each employee of an Employer
who is at a salary grade of Grade 10 or higher at the time he or she elects to
make Elective Deferrals or a non-employee who is a member of the Company's Board
of Directors. The Company reserves the right to from time to time extend
eligibility to participate in the Plan to a management employee of the Company
who is at a salary grade less than Grade 10.

2.11 EMPLOYER means the Company and each other entity that is affiliated with
the Company which adopts the Plan with the consent of the Company.

2.12 ERISA means the Employee Retirement Income Security Act of 1974, as amended
from time to time. Reference to any section or subsection of ERISA includes
reference to any comparable or succeeding provisions of any legislation which
amends, supplements or replaces such section or subsection.

2.13  INSOLVENT means either (i) the Company is unable to pay its debts as they
become due, or (ii) the Company is subject to a pending proceeding as a debtor
under the United States Bankruptcy Code.

2.14  PARTICIPANT means any individual who participates in the Plan in
accordance with Article 3.

2.15  PLAN means the Oil-Dri Corporation of America Deferred Compensation
Plan and all amendments thereto.

2.16 PLAN ADMINISTRATOR means the person, persons or entity designated by the
Company from time to time to administer the Plan. If no such person, persons or
entity is so serving at any time, the Company shall be the Plan Administrator.

2.17  PLAN YEAR means the 12-month period beginning January 1 and ending
December 31.

2.18 TOTAL AND PERMANENT DISABILITY means the inability of a Participant to
engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to result in
death or which has lasted or can be expected to last for a continuous period of
not less than 12 months, and the permanence and degree of which shall be
supported by medical evidence satisfactory to the Plan Administrator.

2.19  UNFORESEEN EMERGENCY has the mean set forth in Section 7.6

ARTICLE 3 - PARTICIPATION

3.1  COMMENCEMENT OF PARTICIPATION

Any individual who elects to defer part of his or her Compensation in accordance
with Section 4.1 shall become a Participant in the Plan as of the date such
deferrals commence in accordance with Section 4.1.

3.2 CONTINUED PARTICIPATION

A Participant in the Plan shall continue to be a Participant so long as any
amount remains credited to his or her Account.

ARTICLE 4 - ELECTIVE DEFERRALS

4.1 ELECTIVE DEFERRALS

An individual who is an Eligible Employee or Director on the Effective Date may,
by completing an Election Form and filing it with the Plan Administrator on or
before the Effective Date, elect to defer a percentage or dollar amount of one
or more payments of Compensation (other than Incentive Bonus), on such terms as
the Plan Administrator may permit, which are for services to be performed by the
Participant in the Plan Year immediately following the Effective Date. A
Participant may, by completing an Election Form and filing it with the Plan
Administrator on or before March 15 of any Plan Year, elect to defer a
percentage of any Incentive Bonus payable in such Plan Year. A Participant other
than a non-employee director may elect to defer only up to 50% of base salary,
provided that such deferral shall equal a minimum of $5,000 and up to 100% of
any Incentive Bonus. A Participant who is a non-employee director may elect
to defer all or any part of such Participant's Compensation. Any individual
who becomes an Eligible Employee or Director after the Effective Date may,
by completing an Election Form and filing it with the Plan Administrator
within 30 days after becoming an Eligible Employee or Director,
elect to defer a percentage or dollar amount of one or more payments
of Compensation, on such terms as the Plan Administrator may permit, which are
for services to be performed by the Participant after the date on which the
individual files the Election Form. Any Eligible Employee or Director who has
not otherwise initially elected to defer Compensation in accordance with this
Section 4.1 may elect to defer a percentage or dollar amount of one or more
payments of Compensation, on such terms as the Plan Administrator may permit,
commencing with Compensation paid in the next succeeding Plan Year, by
completing an Election Form and filing it with the Plan Administrator on or
before November 15 of the year preceding such Plan Year. A Participant's
Compensation shall be reduced in accordance with the Participant's election
hereunder and amounts deferred hereunder shall be credited to the Participant's
Account as of the date the amounts would have been paid to the Participant
absent the deferral election. Elective Deferrals shall not be in effect for any
Participant during any period in which such Participant is eligible to receive
benefits under the Company's Long Term Disability policy.

An election to defer a percentage or dollar amount of Compensation for any Plan
Year shall apply for only such Plan Year. For each succeeding Plan Year an
Eligible Employee or Director must make a new deferral election by completing
and filing with the Plan Administrator an Election Form on or before the 15th of
November preceding that Plan Year with respect to Compensation other than
Incentive Bonus (except that elections for the Plan Year 1996 may be made up to
and including the effective date of December 15, 1995) and before the 15th of
March with respect to Incentive Bonus.

ARTICLE 5 - ACCOUNTS

5.1 ACCOUNTS

The Plan Administrator shall establish a bookkeeping Account for each
Participant reflecting Elective Deferrals made for the Participant's benefit and
any distributions to the Participant, together with any adjustments for
Earnings. The Plan Administrator shall provide the Participant as soon as
practicable after the end of the Plan Year with a statement of his or her
Account as of the last business day of the Plan Year, reflecting the amounts of
deferrals, Earnings, and distributions of such Account since the prior
statement. Prior to October 1, 2000 and subsequent to January 1, 1999 the Plan
Administrator shall provide each Participant with a statement showing the status
of his or her account as of the end of the calendar quarter.

5.2  EARNINGS CREDITED

Each Participant's Account shall be adjusted for Earnings. Effective October 1,
2000 Earnings adjustments shall be calculated at a rate equal to the Company's
long-term borrowing cost in effect during the quarter for which the
Participant's Account is being adjusted plus one percent.

Prior to October 1, 2000, Earnings adjustments shall be calculated at a rate
computed as if the Participant's Account had been invested in whole and
fractional shares of the investment portfolio(s) selected by the Participant as
crediting indices. For purposes of computing these Earnings adjustments,
Elective Deferrals shall be assumed to have been invested in shares of the
crediting indices on each date a transaction is credited to or debited from the
Participant's account, at the trading price of the crediting indices on such
date or the first business day thereafter. Earnings adjustments shall be
computed as if all dividends paid on the crediting indices were reinvested in
whole or fractional shares on the date paid.

Prior to January 1, 1999 earnings adjustments shall be calculated at the
Interest rate as defined in Section 2.7. For Participants who retired prior to
January 1, 1999, the rate for calculation of Earnings will continue to be the
Interest rate.

5.3  CREDITING INDICES

Effective October 1, 2000 no crediting indices shall be offered under the Plan.

Prior to October 1 and subsequent to January 1, 1999 the Company shall select
investment portfolios to serve as crediting indices. Each Participant may
designate any combination (in increments of not less than 5%) of these
portfolios to be used as the crediting indices for his or her account.
Participants do not have an ownership interest in the investment portfolio(s)
chosen by them as crediting indices. Each Participant may change his or her
designated portfolio(s) to be effective the first day of any quarter by
submitting the appropriate form to the Plan Administrator at least ten days
prior to the first day of such quarter. Any designation of new crediting indices
will result in an Earnings adjustment equivalent to a sale of shares in the
current crediting indices and a purchase of shares in the new crediting indices
on the first day of the quarter or the first business day thereafter. The
Company may from time to time change the selection of investment portfolios
offered to Participants as crediting indices. The Plan Administrator shall
notify each Participant of any such change in investment portfolios.

ARTICLE 6 - VESTING

6.1  GENERAL

A Participant shall be immediately vested in and, subject to Participant's
elections as to time and form of payment under Section 7.1, shall have a
nonforfeitable right to, all Elective Deferrals and all Earnings attributable
thereto credited to his or her Account.

ARTICLE 7 - PAYMENTS

7.1  ELECTION AS TO TIME AND FORM OF PAYMENT

A Participant shall elect on the Election Form the date at which the Elective
Deferrals (including any Earnings attributable thereto) will commence to be paid
to the Participant. Such date must be at least five years following the date at
which such Elective Deferrals commence or the date of retirement, whichever
occurs first. The Participant shall also elect thereon for payments to be paid
in either:

a.  a single lump sum; or

b.  annual installments over a period elected by the Participant up to 15 years,
    the amount of each installment to equal the balance of his or her Account
    immediately prior to the installment divided by the number of installments
    remaining to be paid ("Annual Installments").

Each such election will be effective only for deferrals (including any
Earnings attributable thereto) for the Plan Year for which it is made.
Except as provided in Sections 7.2, 7.3, 7.4, 7.5 or 7.6, payment of a
Participant's Account shall be made in accordance with the Participant's
elections under this Section 7.1 Such elections will be irrevocable except
that a Participant who has elected to receive payments only upon retirement,
may change the method of payment by completing a new Election Form more
than one year in advance of retirement.

7.2 CHANGE OF CONTROL

The Plan will terminate upon a Change of Control. Immediately prior to the
consummation of a transaction resulting in a Change of Control or, if not
possible, as soon as possible following a Change of Control, each Participant
shall be paid his or her entire Account balance in a single lump sum.

7.3. TERMINATION OF EMPLOYMENT PRIOR TO AGE 55

Upon termination of a Participant's employment for any reason other than death
prior to the attainment of age 55, the Participant's entire Account shall be
paid to the Participant in a single lump sum as soon as practicable following
the end of the quarter in which such termination occurs.

7.4  DISABILITY

If a Participant suffers a Total and Permanent Disability prior to the complete
distribution of his or her Account balance, the following provisions shall
apply:

a.  If the Participant is receiving disability benefits under the Company's
    short-term or long-term disability plan, the Participant will be treated as
    actively employed and payment from the Participant's account shall not be
    made.  The Participant may, at his or her election, apply for
    payment because of Unforeseen Emergency under Section 7.6.

b.  If disability benefits under the Company's disability plans cease due to
    recovery from the Total and Permanent Disability, and the Participant does
    not return to employment with the Company, the Participant's Account shall
    be paid to the Participant as provided in Section 7.3.

7.5 DEATH

If a Participant dies prior to the complete distribution of his or her Account,
the balance of the Account shall be paid, according to the Participant's
irrevocable election on the Election Form, to the Participant's designated
beneficiary or beneficiaries. Payment in a single lump sum shall be made as soon
as practicable following the end of the quarter in which death occurs. Payment
in annual installments shall commence the year immediately following the year in
which death occurs.

Any designation of beneficiary and form of payment to such beneficiary shall be
made by the Participant on a designation/change of beneficiary form filed with
the Plan Administrator and may be changed by the Participant at any time by
filing another designation/change of beneficiary form containing the revised
instructions. If no beneficiary is designated or no designated beneficiary
survives the Participant, payment shall be made to the Participant's surviving
spouse, or, if none, to his or her issue per stirpes, in a single payment. If no
spouse or issue survives the Participant payment shall be made in a single lump
sum to the Participant's estate.

7.6 UNFORESEEN EMERGENCY

If a Participant suffers an Unforeseen Emergency, as defined herein, the Plan
Administrator, in its sole discretion, may pay to the Participant only that
portion, if any, of his or her Account which the Plan Administrator determines
is necessary to satisfy the emergency need, including at the discretion of the
Plan Administrator any amounts necessary to pay any federal, state and local
income taxes reasonably anticipated to result from the distribution. A
Participant requesting emergency payment shall apply for the payment in writing
in a form approved by the Plan Administrator and shall provide such additional
information as the Plan Administrator may require. For purposes of this section,
Unforeseen Emergency means an immediate and heavy financial need resulting from
any of the following:

a. expenses which are not covered by insurance and which the Participant or his
   or her spouse or dependent has incurred as a result of sudden and unexpected
   illness or accident; or

b. expenses which are not covered by insurance and which the Participant or his
   or her spouse or dependent has incurred or must incur as a result of a
   casualty loss.

7.7  TAXES

All federal, state and local taxes that the Plan Administrator determines are
required to be withheld from any payments made pursuant to this Article 7 shall
be withheld.

7.8 CLAIMS PROCEDURE

A Claimant may file a claim for benefits with the Plan Administrator, in such
form as permitted by the Plan Administrator. The claim will be evaluated and a
decision rendered within ninety (90) days, unless special circumstances require
an additional ninety (90) day extension of time.

A Claimant shall be given written notice of whether the claim is granted or
denied, in whole or in part, including (1) specific reasons for the denial, (2)
references to pertinent Plan provisions on which the denial is based, (3) a
description of any additional material or information necessary to perfect the
claim and explanation as to why necessary, and (4) the Claimant's right to seek
review of the denial.

If denied, in whole or in part, the Claimant may make a written request for
review of such denial to the Plan Administrator within 60 days after receipt of
the denial, and may include pertinent documents, issues and comments to aid the
Plan Administrator. The request will be evaluated and a decision rendered within
sixty (60) days, unless special circumstances require an additional sixty (60)
day extension of time. The written decision will specify reasons for the
decision and references to Plan provisions upon which the decision is based.

A Claimant who fails to file a claim, or submit a request for review of an
initial claim shall have no right to review and shall have no right to bring
action in any court. The denial of the claim shall be final and binding on all
persons for all purposes.

7.9  SECTION 162(M) LIMITATIONS

In the event that any amount to be paid pursuant to Section 7.1, 7.3, 7.4, 7.5
or 7.6 would, in the Company's judgment, result in the non-deductibility, under
Section 162(m) of the code, of any portion of such Participant's income payable
by or attributable to the Company for the year in which such amount is to be
paid, such amount shall not be paid in such year. Such nondeductible amount
shall be payable in the following calendar year, as an addition to the annual
installment scheduled to be paid in such following calendar year, if applicable,
subject to the provisions of this Section 7.9.

ARTICLE 8 - PLAN ADMINISTRATOR

8.1 PLAN ADMINISTRATION AND INTERPRETATION

The Plan Administrator shall oversee the administration of the Plan. The Plan
Administrator shall have complete control and authority to determine the rights
and benefits and all claims, demands and actions arising out of the provisions
of the Plan of any Participant, beneficiary, deceased Participant, or other
person having or claiming to have any interest under the Plan. The Plan
Administrator shall have complete discretion to interpret the Plan and to decide
all matters under the Plan. Such interpretation and decision shall be final,
conclusive and binding on all Participants and any person claiming under or
through any Participant, in the absence of clear and convincing evidence that
the Plan Administrator acted arbitrarily and capriciously. Any individual(s)
serving as Plan Administrator who is a Participant will not vote or act on any
matter relating solely to himself or herself. In such case, the Company will
appoint an individual to act as Plan Administrator to take such actions. When
making a determination or calculation, the Plan Administrator shall be entitled
to rely on information furnished by a Participant, a beneficiary or the Company.
The Plan Administrator shall have the responsibility for complying with any
reporting and disclosure requirements of ERISA.

8.2. POWERS, DUTIES, PROCEDURES, ETC.

The Plan Administrator shall have such powers and duties, may adopt such rules
and tables, may act in accordance with such procedures, may appoint such
officers or agents, may delegate such powers and duties, may receive such
reimbursements, and shall follow such claims and appeal procedures with respect
to the Plan as it may establish.

8.3  INFORMATION

To enable the Plan Administrator to perform its functions, the Company shall
supply full and timely information to the Plan Administrator on all matters
relating to the compensation of Participants, their employment, retirement,
death, termination of employment, and such other pertinent facts as the Plan
Administrator may require.

8.4  INDEMNIFICATION OF PLAN ADMINISTRATOR

The Company agrees to indemnify and to defend to the fullest extent permitted by
law any officer(s) or employee(s) who serve as Plan Administrator (including any
such individual, whether a present or former employee, who formerly served as
Plan Administrator) against all liabilities, damages, costs and expenses
(including attorneys' fees and amounts paid in settlement of any claims approved
by the Company) occasioned by any act or omission to act in connection with the
Plan, if such act or omission is in good faith.

ARTICLE 9 - AMENDMENT AND TERMINATION

9.1  AMENDMENTS

The Company shall have the right to amend the Plan from time to time, subject to
Section 9.3, by an instrument in writing which has been executed on the
Company's behalf by its Chief Executive Officer or another executive officer of
the Company, with the specific approval of the board of directors, or an
authorized committee of the board of directors.

9.2  TERMINATION OF PLAN

This Plan is strictly a voluntary undertaking on the part of the Company and
shall not be deemed to constitute a contract between the Company and any
Eligible Employee or Director (or any other employee) or a consideration for or
condition of employment or an inducement for the performance of services by an
Eligible Employee or Director (or other employee). The Company reserves the
right to terminate the Plan at any time, subject to Section 9.3, by an
instrument in writing which has been executed on the Company's behalf by its
Chief Executive Officer or another executive officer of the Company, with the
specific approval of the board of directors, or an authorized committee of the
board of directors. In addition, the Plan shall terminate upon a Change of
Control in accordance with Section 7.2.

9.3  EXISTING RIGHTS

No amendment or termination of the Plan shall adversely affect the rights of any
Participant with respect to amounts that have been credited to his or her
Account prior to the date of such amendment or termination.

ARTICLE 10 - MISCELLANEOUS

10.1  NO FUNDING

The Plan constitutes a mere promise by the Company to make payments in
accordance with the terms of the Plan and Participants and beneficiaries shall
have the status of general unsecured creditors of the Company. Nothing in the
Plan will be construed to give any employee or any other person rights to any
specific assets of the Company or of any other person. In all events, it is the
intent of the Company that the Plan be treated as unfunded for tax purposes and
for purposes of Title I of ERISA.

10.2  NON-ASSIGNABILITY

None of the benefits, payments, proceeds or claims of any Participant or
beneficiary shall be subject to any claim of any creditor of any Participant or
beneficiary, nor shall any Participant or beneficiary have any right to
alienate, anticipate, commute, pledge, encumber or assign any of the benefits or
payments or proceeds which he or she may expect to receive, contingently or
otherwise, under the Plan.

10.3  LIMITATION OF PARTICIPANT'S RIGHTS

Nothing contained in the Plan shall confer upon any person a right to be
employed or to continue in the employ of the Company, or interfere in any way
with the right of the Company to terminate the employment of a Participant in
the Plan at any time, with or without cause.

10.4 PARTICIPANTS BOUND

Any action with respect to the Plan taken by the Company or the Plan
Administrator or any action authorized by or taken at the direction of the
Company or the Plan Administrator shall be conclusive upon all Participants and
beneficiaries entitled to benefits under the Plan.

10.5 RECEIPT AND RELEASE

Any payment to any Participant or beneficiary in accordance with the provisions
of the Plan shall, to the extent thereof, be in satisfaction of claims against
the Company and/or the Plan Administrator under the Plan, and the Plan

Administrator may require such Participant or beneficiary, as a condition
precedent to such payment, to execute a receipt and release to such effect. If
any Participant or beneficiary is determined by the Plan Administrator to be
incompetent by reason of physical or mental disability, including minority, to
give a valid receipt and release, the Plan Administrator may cause payment or
payments becoming due to such person to be made to another person for his or her
benefit without responsibility on the part of the Plan Administrator or the
Company to follow the application of such funds.

10.6   GOVERNING LAW

The Plan shall be construed, administered, and governed in all respects under
and by the laws of the state of Illinois. If any provision shall be held by a
court of competent jurisdiction to be invalid or unenforceable, the remaining
provisions hereof shall continue to be fully effective.

10.7  HEADINGS AND SUBHEADINGS

Headings and subheadings in this Plan are inserted for convenience only and are
not to be considered in the construction of the provisions thereof.

Exhibit 10(l):

                   OIL-DRI CORPORATION OF AMERICA
                SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
                      EFFECTIVE APRIL 1, 2003

                          FOREWORD

Effective as of April 1, 2003, Oil-Dri Corporation of America has adopted this
Supplemental Executive Retirement Plan (the "Plan") for the benefit of certain
of its executives. The Excess Benefit provided under the Plan is intended to be
an "excess benefit plan" as defined in Section 3(36) of the Employee Retirement
Income Security Act of 1974, as amended (ERISA), and the Supplemental Benefit
provided under t8he Plan is intended to be a deferred compensation plan for "a
select group of management or highly compensated employees" as that term is used
in ERISA and the Plan shall be interpreted and administered to the extent
possible in a manner consistent with that intent.

The purpose of the Plan is to provide certain retired participants in the
Oil-Dri Corporation of America Pension Plan ("Retirement Plan") with the amount
of benefits that would have been provided under the Retirement Plan but for:

     1. the limitations on benefits imposed by Section 415 of the Internal
        Revenue Code (Code), and/or

     2. the limitation on compensation for purposes of calculating benefits
        under the Retirement Plan imposed by Section 401(a)(17) of the Code.

article 1 - Definitions

1.1     Except to the extent otherwise indicated herein, or to the extent
        otherwise inappropriate in the context, the definitions contained in
        Article II of the Retirement Plan are applicable under this Plan.

1.2     "Committee" means the persons appointed by the Company as the
        Administrative Committee of the Retirement Plan.

1.3     "Company" means Oil-Dri Corporation of America, a corporation organized
        and existing under the laws of the State of Delaware and having its
        principal office in Chicago, Illinois. The Board of Directors of the
        Company or the Compensation Committee or any other authorized committee
        of the Board of Directors shall act on behalf of the Company.

1.4     "Excess Benefit" means the excess, if any, of the Retirement Benefit
        which would have been payable to or with respect to a Participant under
        the Retirement Plan had the limitations on benefits imposed by Section
        415 of the Code not been applicable, over the Retirement Benefit
        actually payable to or with respect to the Participant under the
        Retirement Plan.

1.5     "Participant" means an individual who is eligible to receive benefits
        under the Plan as set forth in Article  2.1.

1.6     "Plan" means this Oil-Dri Corporation of America Supplemental Executive
        Retirement Plan, as amended, modified, or restated from
        time to time.

1.7     "Retirement Benefit" means, as the context requires, the benefit payable
        from the Retirement Plan.

1.8     "Retirement Plan" means the Oil-Dri Corporation of America Pension Plan,
        as amended, modified, or restated from time to time.

1.9     "Supplemental Benefit" means the excess, if any, of the Retirement
        Benefit that would have been payable to or with respect to a Participant
        under the Retirement Plan had the amount of the Participant's annual
        Compensation taken into account for purposes of calculating benefits
        under the Retirement Plan not been limited by Code Section 401(a)(17),
        over the sum of (a) the Retirement Benefit actually payable to or with
        respect to the Participant under the Retirement Plan and (b) any Excess
        Benefit payable under this Plan.

ARTICLE 2 - Participation

2.1   Participation

Each Retirement Plan participant whose Accrued Benefit under the Retirement Plan
is limited by application of the limitations on benefits imposed by Code Section
415 and/or the limitation on considered compensation imposed by Code Section
401(a)(17) shall be a Participant in this Plan. Participation in this Plan shall
be limited to such Retirement Plan participants.

ARTICLE 3 - Benefits

3.1   Excess Benefit

The aggregate amount of Excess Benefit payable to or with respect to the
Participant shall be paid directly to such Participant or his or her Beneficiary
from the general assets of the Company in accordance with Articles 3.3 and 3.4.

3.2  Supplemental Benefit

The aggregate amount of Supplemental Benefit payable to or with respect to the
Participant shall be paid directly to such Participant or his or her Beneficiary
from the general assets of the Company in accordance with Articles 3.3 and 3.4.

3.3  General Provisions

     (a)The Company shall make no provision for the funding of any Excess
        Benefits or Supplemental Benefits payable hereunder.

     (b)In the event that the Company shall decide to establish an advance
        accrual reserve on its books against the future expense of Excess
        Benefit or Supplemental Benefit payments, such reserve shall not under
        any circumstances be deemed to be an asset of the Plan but, at all
        times, shall remain a part of the general assets of the Company, subject
        to claims of the Company's creditors.

      (C) The Excess Benefit and/or Supplemental Benefit with respect to a
        Participant shall be paid to the Participant or his or her Beneficiary
        in the same form, subject to the same conditions and, to the extent
        administratively possible, at the same time as the Retirement Benefit to
        or with respect to the Participant under the Retirement Plan. Benefits
        will be calculated using the same actuarial factors then utilized by the
        Retirement Plan for determining actuarial equivalence. All federal,
        state, and local taxes that the Committee determines are required to be
        withheld from any benefit payments made under the Plan shall be
        withheld.

      (d) Any other provision of the Plan to the contrary notwithstanding, in
        the event the present value of the vested combined Excess Benefit and
        Supplemental Benefit with respect to a Participant who has a Termination
        of Employment does not exceed $50,000, payment of his or her benefit
        shall be made in a lump sum as soon as administratively feasible after
        said Termination of Employment.

      (e) In the event that the Retirement Plan shall be terminated, Excess
        Benefits and/or Supplemental Benefits shall continue to be paid directly
        by the Company as provided in subsections (c) or (d) above, but only
        with respect to such benefits accrued as of the date of the Retirement
        Plan's termination.

3.4  Limitations on Benefits

      (a) Any Excess Benefit and any Supplemental Benefit under this Plan shall
        be considered vested and nonforfeitable only if and when the
        Participant's Accrued Benefit under the Retirement Plan is vested and
        nonforfeitable.

      (b) Notwithstanding the foregoing, the Excess Benefit and/or Supplemental
        Benefit with respect to a Participant shall be subject to adjustment by
        reason of changes in Code Section 401(a)(17) and/or 415 affecting the
        Accrued Benefit payable under the Retirement Plan

      (C) Any other provision of the Plan to the contrary notwithstanding, in no
        event will any benefit be payable under the Plan with respect to a
        Participant who terminates employment or retires, if such individual
        performs services for a competitor of the Company, and such service is
        determined by the Committee to violate any non-competition agreement
        signed by the Participant.

ARTICLE 4  - Administration

4.1  Plan Administrator

The Committee shall be the "administrator" of the Plan within the meaning of
Section 3(16)(A) of ERISA.

4.2  Powers of Plan Administrator

The Committee shall be vested with the general administration of the Plan. The
Committee shall have the exclusive right, and discretionary authority, to
interpret the Plan. The decisions, actions and records of the Committee shall be
conclusive and binding upon the Company, upon any adopting Employers, and upon
all persons having or claiming to have any right or interest in or under the
Plan.

4.3  Participation by Subsidiary

If any entity is now or hereafter becomes a subsidiary or affiliate of the
Company and becomes an adopting Employer under the Retirement Plan, the Company
may authorize such subsidiary or affiliate to participate in this Plan upon
appropriate action by such entity necessary to adopt the Plan.

4.4  Claim Procedure

Any Participant or Beneficiary, or his or her representative, who believes he or
she is entitled to payment of a benefit for which provision is made in the Plan
shall file a written claim with the Committee and shall furnish such evidence of
entitlement to benefits as the Committee may reasonably require. The Committee
shall notify the Participant or Beneficiary in writing as to the amount of the
benefit to which he or she is entitled, the duration of such benefit, the time
the benefit is to commence and other pertinent information concerning his or her
benefit. If a claim for a benefit is denied by the Committee, in whole or in
part, the Committee shall provide adequate notice in writing to the Participant
or Beneficiary whose claim for a benefit has been denied within the 90-day
period following receipt of the claim by the Committee. If, under special
circumstances, the Committee requires an extension of time for processing the
claim, written notice of the extension shall be furnished to the claimant prior
to the termination of the initial 90-day period. In no event shall such
extension exceed a period of 90 days from the end of such initial period. If
written notice of the denial is not furnished in accordance with the above, the
claim shall be deemed denied and the claimant may proceed with an appeal of the
denial, as provided below. The written notice regarding the benefit denied shall
set forth (a) the specific reason or reasons for the denial; (b) specific
reference to pertinent Plan provisions on which the denial is based; (c) a
description of any additional material or information necessary for the claimant
to perfect the claim and an explanation of why such material or information is
necessary; and (d) a statement that any appeal of the denial must be made in
writing to the Committee, within 60 days after receipt of the notice, which must
include a full description of the pertinent issues and the basis of the appeal.
If the Participant or Beneficiary fails to appeal such action to the Committee
in writing within the prescribed period of time, the Committee's determination
shall be final, binding and conclusive.

4.5  Appeal of Denial of Claim

If the Committee receives from a Participant or a Beneficiary, or his or her
representative, within the prescribed period of time, a notice of an appeal of
the denial of a claim for benefits, the Committee shall reconsider the claim,
and may hold a hearing or otherwise ascertain such facts as it deems necessary,
and shall render a decision which shall be binding upon both parties. The
decision of the Committee shall be in writing and a copy thereof shall be sent
by certified mail to the claimant within 60 days after the receipt by the
Committee of the notice of appeal, unless special circumstances require an
extension of such 60-day period, but in any event, not later than 120 days after
receipt. If written notice of the denial on appeal of a claim for benefits is
not received within the 60- or 120-day period, as applicable, then the claim
shall be treated as a denied claim on appeal.

ARTICLE 5 - Amendment and Termination

5.1  Amendment of the Plan

Subject to the provisions of Article 5.3, the Plan may be wholly or partially
amended or otherwise modified at any time by the Company.

5.2  Termination of the Plan

Subject to the provisions of Article 5.3, the Plan may be terminated at any time
by the Company.

5.3  No Impairment of Benefits

Notwithstanding the provisions of Articles 5.1 and 5.2, no amendment to or
termination of the Plan shall impair any rights to Excess Benefits and
Supplemental Benefits which have accrued hereunder. In the event the Plan is
terminated, any Excess Benefits and Supplemental Benefits remaining will be
distributed in such manner as is determined by the Committee in its sole
discretion.

ARTICLE 6 - Incorporation of Retirement Plan by Reference

6.1  Incorporation of Retirement Plan by Reference

Except to the extent otherwise indicated herein, the applicable provisions of
the Retirement Plan are hereby incorporated by reference into this Plan.

ARTICLE 7 - Miscellaneous

7.1  Non-Alienation

No right or benefit under the Plan shall be subject to anticipation, alienation,
sale, assignment, pledge, encumbrance or charge, and any attempt to anticipate,
alienate, sell, assign, pledge, encumber or charge the same shall be void. No
right or benefit under the Plan shall in any manner be liable for or subject to
the debts, contracts, liabilities or torts of the person entitled to such
benefit except such claims as may be made by the Company or any affiliate.
Notwithstanding the foregoing, a Participant's Excess Benefit and/or
Supplemental Benefit may be assigned or awarded to an alternate payee pursuant
to a domestic relations order the Committee determines to be a "qualified
domestic relations order" (or "QDRO") described in Code Section 414(p).

7.2  Unsecured General Creditor

Participants and their Beneficiaries, heirs, successors and assigns shall have
no legal or equitable rights, interests or claims in any property or assets of
the Company. For purposes of the payment of benefits under the Plan, the
Company's assets shall be, and remain, neither pledged nor restricted under or
as a result of the Plan. The Company's obligation under the Plan shall be merely
that of an unfunded and unsecured promise to pay money in the future. All
amounts deferred and accrued under the Plan will be unsecured liabilities of the
Company. For purposes of this Section 7.2, all references to the "Company" shall
be deemed to also refer to any adopting Employer.

7.3  Court Order

If an interest in a Participant's Excess Benefit and/or Supplemental Benefit
under the Plan is assigned or awarded to an alternate payee pursuant to a QDRO,
the Committee, in its sole discretion, shall have the right, not withstanding
any election made by the Participant, to immediately cause the Company to
distribute to the alternate payee his or her interest in such benefit in a lump
sum.

7.4  Participant's Rights

The establishment of the Plan shall not be construed as giving any Participant
the right to be retained as an employee of the Company or any adopting Employer,
or the right to receive any benefits not specifically provided herein. The
Company and any adopting Employer shall have no obligation to fund its
obligations under the Plan. Nothing herein shall be deemed to create a trust of
any kind or to create any fiduciary relationships.

7.5  Notice

Any notice authorized or required to be given to the Company under the Plan
shall be deemed given upon delivery in writing, signed by the person giving the
notice, to the General Counsel of the Company or such other officer as may be
designated by the Committee.

7.6  Applicable Law

To the extent not preempted by the laws of the United States of America, the
Plan shall be governed by the laws of the State of Illinois without regard to
its conflict of laws rules.

7.7  Expenses

The expenses of administering the Plan shall be borne by the Company.

7.8  Incompetency

If any Participant or Beneficiary is, in the opinion of the Committee, legally
incapable of giving a valid receipt and discharge for any payment, the Committee
may, at its option, direct that such payment or any part thereof be made to such
person or persons who in the opinion of the Committee are caring for and
supporting such Participant or Beneficiary, unless it has received due notice of
claim from a duly appointed guardian or conservator of the estate of the
Participant or Beneficiary. A payment so made will be a complete discharge of
the obligations under the Plan.

7.9  Severability

If any provisions of the Plan shall be held illegal or invalid for any reason,
said illegality or invalidity shall not affect the remaining parts of the Plan,
but the Plan shall be construed and enforced as if said illegal and invalid
provisions had never been included herein.

7.10  Gender and Number

Masculine gender shall include the feminine, and the singular shall include the
plural, unless the context clearly indicates otherwise.

7.11  Captions

The captions of the sections and paragraphs of the Plan are for convenience only
and shall not control or effect the meaning or construction of any of its
provisions.

     IN WITNESS WHEREOF, the Company has caused the Plan to be executed upon the
signature of its duly qualified officer as of the date first written above.

OIL-DRI CORPORATION OF AMERICA

By:   /s/ Daniel S. Jaffee
      ------------------------------
      Its Chief Executive Officer

ATTEST:  By:    /s/ Charles P. Brissman
                -----------------------

Exhibit 11:

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

                                                     NINE MONTHS ENDED
                                                        APRIL 30
                                                  ---------------------
                                                    2003         2002
                                                  --------     --------
                                                         
Net income available to Stockholders (numerator)
                                                   $ 2,607     $   845
                                                   -------     -------
Shares Calculation (denominator):                    5,599       5,614

Average shares outstanding - basic                      --          --

Effect of Dilutive Securities:                          --          --

Potential Common Stock
  relating to stock options                             96          46
                                                    ------       -----
Average shares outstanding- assuming dilution        5,695       5,660
                                                    ======       =====
Earnings per share-basic                            $ 0.47       $0.15
                                                    ======       =====
Earnings per share-assuming dilution                $ 0.46       $0.15
                                                    ======       =====

Exhibit 99:

      Certifications pursuant to 18 U.S.C. Section 1350 as adopted
       pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

                            Certification

Pursuant to 18 U.S.C. Section 1350, the undersigned officer of Oil-Dri
Corporation of America (the "Company") hereby certifies that the Company's
Quarterly Report on Form 10-Q for the quarter ended April 30, 2003 (the
"Report") fully complies with the requirements of Section 13(a) or 15(d), as
applicable, of the Securities Exchange Act of 1934 and that the information
contained in the Report fairly presents, in all material respects, the financial
condition and results of operation of the Company.

Dated: June 12, 2003

/s/ Daniel S. Jaffee
- - ---------------------
Name: Daniel S. Jaffee
Title: President and Chief Executive Officer

A signed original of this written statement required by Section 906 has been
provided to Oil-Dri Corporation of America and will be retained by Oil-Dri
Corporation of America and furnished to the Securities and Exchange Commission
or its staff upon request.

                         Certification

Pursuant to 18 U.S.C. Section 1350, the undersigned officer of Oil-Dri
Corporation of America (the "Company") hereby certifies that the Company's
Quarterly Report on Form 10-Q for the quarter ended April 30, 2003 (the
"Report") fully complies with the requirements of Section 13(a) or 15(d), as
applicable, of the Securities Exchange Act of 1934 and that the information
contained in the Report fairly presents, in all material respects, the financial
condition and results of operation of the Company.

Dated: June 12, 2003

/s/ Jeffrey M. Libert
- - ---------------------
Name: Jeffrey M. Libert
Title: Chief Financial Officer

A signed original of this written statement required by Section 906 has been
provided to Oil-Dri Corporation of America and will be retained by Oil-Dri
Corporation of America and furnished to the Securities and Exchange Commission
or its staff upon request.