As filed with the Securities and Exchange Commission on April 11, 1997
Reg. No. 33-


                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549
                                     
                                     
                                 Form S-8
                          REGISTRATION STATEMENT
                                   UNDER
                        THE SECURITIES ACT OF 1933
                                     
                                     
                      OIL-DRI CORPORATION OF AMERICA
          (Exact Name of Registrant as Specified in its Charter)
                                     
        Delaware                                36-2048898
(State of Incorporation)                     (I.R.S. Employer
                                            Identification No.)
                                                     
                          410 N. Michigan Avenue
                            Chicago, IL  60611
           (Address and Zip Code of Principal Executive Offices)
                                     
                                     
                      Oil-Dri Corporation of America
                       1995 Long-Term Incentive Plan
                         (Full Title of the Plan)
                                     
                                     
                              Brian P. Curtis
                      Oil-Dri Corporation of America
                           410 N. Michigan Ave.
                            Chicago, IL  60611
                               312-321-1515
        (Name, Address, and Telephone Number of  Agent For Service)
<TABLE>
<CAPTION>
                                     
                CALCULATION OF REGISTRATION FEE
Title of Securities   Amount    Proposed     Proposed    Amount of
 to be Registered      to be    Maximum      Maximum    Registration
                   Registered   Offering    Aggregate        Fee
                    Registere  Price Per     Offering
                              Share (1)(2) Price (1)(2)
Common Stock, par                                             
<S>                  <C>        <C>         <C>          <C>
value $.10 per       500,000    $15.875     $7,937,500   $2,405.31
share                 shares                                  

<S>                                    <C> <S>      <C>   <S>      <C>
Class A Common                See Note (3) See Note (3)   See Note (3)
Stock, par value
$.10 per share
</TABLE>

(1)  Calculated pursuant to Rules 457(h)(1) and 457(c) based on the average
     of the high and low prices reported for the Registrant's common stock on
     the New York Stock Exchange Composite Tape on April 7, 1997.

(2)  Estimated solely for the purpose of calculating the registration fee
     in accordance with Rule 457 under the Securities Act of 1933, as
     amended.

(3)  This Registration Statement covers, in aggregate, up to 500,000 shares
     of either Common Stock or Class A Common Stock issuable under the Plan.
     Shares issuable under the Plan will be shares of Common Stock unless
     Class A Common Stock is issued and publicly traded, in which event
     shares of Class A Common Stock will be issued.  At the date hereof, no
     Class A Common Stock has been issued.
<PAGE>




                        EXPLANATORY NOTE


          As permitted by the rules of the Securities and Exchange
     Commission (the "Commission"), this Registration Statement omits
     the information specified in Part I of Form S-8.





<PAGE>

                                  Part II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3:  Incorporation of Documents by Reference

   The following documents filed with the Commission by Oil-Dri Corporation
of America (the "Company") are incorporated in this Registration Statement
on Form S-8 (the "Registration Statement") by reference:

     (a)   The  Company's Annual Report on Form 10-K for  the  fiscal  year
           ended July 31, 1996 ("1996 Form 10-K").

     (b)  All other reports filed by the Company pursuant to Section 13  or
          15(d)  of  the  Securities  Exchange Act  of  1934,  as  amended  (the
          "Exchange Act") since the end of the fiscal year covered by  the  1996
          Form 10-K.

     (c)  The description of the Company's Common Stock, par value $.10 per
          share  (the  "Common Stock") and Class A Common Stock, par value  $.10
          per shares (the Class A Common Stock) under the caption Description
          of  Common  Stock,  Class B Stock and Class A  Common  Stock  in  the
          Company's Proxy Statement dated November 9, 1994.

   All  documents  subsequently filed by the Company pursuant  to  Sections
13(a),  13(c), 14 or 15(d) of the Exchange Act, prior to the  filing  of  a
post-effective  amendment  which indicates that all  securities  registered
hereunder have been sold or which deregisters all of the securities offered
then  remaining  unsold,  shall  be deemed to  be  incorporated  herein  by
reference  and  to  be  a  part hereof from the  date  of  filing  of  such
documents.

   The  consolidated  financial statements and schedules  included  in  the
Company's 1996 Form 10-K have been audited by Blackman Kallick Bartelstein,
independent  auditors,  as  set  forth in their  report  thereon,  and  are
incorporated  herein by reference.  Such consolidated financial  statements
are  incorporated  by reference herein in reliance upon such  report  given
upon  the  authority  of said firm as experts in accounting  and  auditing.
Future  financial  statements of the Company and  the  reports  thereon  of
Blackman  Kallick Bartelstein to be included in subsequent filed  documents
also  will  be incorporated by reference in this Registration Statement  in
reliance upon the authority of that firm as experts in giving those reports
to  the  extent  such  firm  has  audited those  financial  statements  and
consented to the use of their reports thereon.


Item 4:  Description of Securities

  See Item 3(c), above, with respect to Class A Common Stock.
<PAGE>

Item 5:  Interests of Named Experts and Counsel

   The legality of the Common Stock being originally offered hereunder  has
been  passed upon by Sonnenschein Nath & Rosenthal ("SNR"), counsel to  the
Company, 8000 Sears Tower, Chicago, Illinois 60606.

Item 6:  Indemnification of Directors and Officers

   Section 145 of the General Corporation Law of the State of Delaware (the
"Delaware  Law") empowers a Delaware corporation to indemnify  any  persons
who  are, or are threatened to be made, parties to any threatened,  pending
or  completed  legal action, suit or proceeding, whether  civil,  criminal,
administrative or investigative (other than an action by or in the right of
such  corporation), by reason of the fact that such person  is  or  was  an
officer,  director, employee or agent of such corporation,  or  is  or  was
serving at the request of such corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise.   The  indemnity  may  include expenses  (including  attorneys'
fees),  judgments,  fines  and  amounts paid  in  settlement  actually  and
reasonably incurred by such person in connection with such action, suit  or
proceeding, provided that such officer or director acted in good faith  and
in  a  manner  he  reasonably believed to be  in  or  not  opposed  to  the
corporation's  best  interests,  and,  for  criminal  proceedings,  had  no
reasonable  cause  to  believe  his  conduct  was  unlawful.   A   Delaware
corporation   may   indemnify  officers  and  directors  against   expenses
(including  attorneys'  fees) in an action  by  or  in  the  right  of  the
corporation  under  the same conditions, except that no indemnification  is
permitted without judicial approval if the officer or director is  adjudged
to  be  liable  to  the  corporation.  Where  an  officer  or  director  is
successful on the merits or otherwise in the defense of any action referred
to  above,  the  corporation must indemnify him against the expenses  which
such officer or director actually and reasonably incurred.

  In accordance with Section 102(b)(7) of the Delaware Law, the Certificate
of  Incorporation, as amended, of the Company contains a provision to limit
the  personal  liability of the directors of the Company for violations  of
their  fiduciary duty.  This provision eliminates director's  liability  to
the  Company  or its stockholders for monetary damages except (i)  for  any
breach   of  the  director's  duty  of  loyalty  to  the  Company  or   its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional  misconduct  or  a  knowing  violation  of  law,  (iii)   under
Section  174  of the Delaware Law providing for liability of directors  for
unlawful  payment of dividends or unlawful stock purchases or  redemptions,
or  (iv)  for  any  transaction from which a director derived  an  improper
personal  benefit.   The  effect  of this provision  is  to  eliminate  the
personal  liability of directors for monetary damages for actions involving
a  breach  of  their  fiduciary duty of care, including  any  such  actions
involving gross negligence.

  Article VII of the By-Laws of the Company provides for indemnification of
the  officers and directors of the Company to the full extent permitted  by
applicable  law.   The Company has in effect insurance  policies  providing
both   directors'   and  officers'  liability  coverage   and   corporation
reimbursement coverage.
<PAGE>

Item 7:  Exemption from Registration Claimed

  Not applicable.


Item 8:  Exhibits
 4.1     Articles of Incorporation of the Company, as amended
         (Exhibit (3) to the Company's Quarterly Report on
         Form 10-Q for the quarter ended January 31, 1995.)
         */
 4.3     By-Laws of the Company as amended (Exhibit (3)(b) to
         the July 31, 1995 Form 10-K)*/
 5.1     Opinion of Sonnenschein Nath & Rosenthal
23.1     Consent of Sonnenschein Nath & Rosenthal (included
         in Exhibit 5.1)
23.2     Consent of Blackman Kallick Bartelstein
___________________

*/   Incorporated by reference.


Item 9.  Undertakings

(a)  Rule 415 Offering.  The Company hereby undertakes:

      (1)   To  file, during any period in which offers or sales are  being
made, a post-effective amendment to the Registration Statement:

     (i)   To  include any prospectus required by Section 10(a)(3)  of  the
     Securities Act of 1933 (the "Securities Act");

     (ii)   To reflect in the prospectus any facts or events arising  after
     the  effective date of the Registration Statement (or the most  recent
     post-effective  amendment  thereof)  which,  individually  or  in  the
     aggregate, represent a fundamental change in the information set forth
     in the Registration Statement;

     (iii)  To include any material information with respect to the plan of
     distribution not previously disclosed in the Registration Statement or
     any material change to such information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the  registration statement is on Form S-3 or Form S-8, and the information
required  to be included in a post-effective amendment by those  paragraphs
is  contained in periodic reports filed by the Company pursuant to  Section
13  or Section 15(d) of the Exchange Act that are incorporated by reference
in the Registration Statement.
<PAGE>

      (2)   That,  for the purpose of determining any liability  under  the
Securities Act, each such post-effective amendment shall be deemed to be  a
new  registration statement relating to the securities offered therein, and
the  offering  of such securities at that time shall be deemed  to  be  the
initial bona fide offering thereof.

      (3)   To  remove  from  registration by  means  of  a  post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

(b)  Incorporation of Subsequent Exchange Act Documents by Reference.

      The  Company hereby undertakes that, for purposes of determining  any
liability  under  the Securities Act, each filing of the  Company's  annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where  applicable, each filing of an employee benefit plan's annual  report
pursuant  to  Section 15(d) of the Exchange Act) that  is  incorporated  by
reference  in  the  Registration Statement shall be  deemed  to  be  a  new
registration statement relating to the securities offered therein, and  the
offering of such securities at that time shall be deemed to be the  initial
bona fide offering thereof.

(h)  Form S-8 Registration Statement.

       Insofar  as  indemnification  for  liabilities  arising  under   the
Securities  Act  may  be permitted to directors, officers  and  controlling
persons  of the Company pursuant to the foregoing provisions, or otherwise,
the  Company  has  been advised that in the opinion of the Commission  such
indemnification is against public policy as expressed in the Securities Act
and   is,  therefore,  unenforceable.   In  the  event  that  a  claim  for
indemnification  against such liabilities (other than the  payment  by  the
Company  of expenses incurred or paid by a director, officer or controlling
person  of  the  Company in the successful defense of any action,  suit  or
proceeding) is asserted by such director, officer or controlling person  in
connection  with the securities being registered, the Company will,  unless
in  the  opinion of its counsel the matter has been settled by  controlling
precedent,  submit  to  a  court of appropriate jurisdiction  the  question
whether such indemnification by it is against public policy as expressed in
the  Securities Act and will be governed by the final adjudication of  such
issue.
<PAGE>

                           SIGNATURES


      Pursuant  to  the  requirements of the Securities Act  of  1933,  the
Company  certifies that it has reasonable grounds to believe that it  meets
all  of  the  requirements for filing on Form S-8 and has duly caused  this
Registration  Statement  to  be signed on its behalf  by  the  undersigned,
thereunto  duly authorized, in the City of Chicago, State of  Illinois,  on
April 10, 1997.

OIL-DRI CORPORATION OF AMERICA

By:   DANIEL S. JAFFEE
 .      Daniel S. Jaffee
       President & Chief Operating Officer

                       POWER OF ATTORNEY

      KNOW  ALL  MEN  BY THESE PRESENTS, that each person  whose  signature
appears below constitutes and appoints Daniel S. Jaffee and Brian P. Curtis
and  each of them, his or her true and lawful attorneys-in-fact and agents,
with  full power of substitution and resubstitution, for him or her and  in
his  or  her name, place and stead, in any and all capacities, to sign  any
and  all  amendments to this Registration Statement, and to file the  same,
with  all exhibits thereto, and all documents in connection therewith, with
the  Securities  and Exchange Commission, granting unto said  attorneys-in-
fact  and  agents,  and each of them, full power and authority  to  do  and
perform each and every act and thing requisite and necessary to be done, in
and  about the premises, as fully to all intents and purposes as he or  she
might or could do in person, hereby ratifying and confirming all that  said
attorneys-in-fact,  and each of them, and agents or their  substitutes  may
lawfully do or cause to be done by virtue hereof.

      Pursuant  to  the requirements of the Securities Act  of  1933,  this
Registration  Statement  has been signed by the following  persons  in  the
capacities and on the dates indicated.

    Signature                   Title                   Date
                                                           
 RICHARD M. JAFFEE    Chairman of the Board of         April 10,
 Richard M. Jaffee    Directors                          1997
                      and Chief Executive Officer
                                                           
 DANIEL S. JAFFEE     President, Chief Operating       April 10,
 Daniel S. Jaffee     Officer, and Director              1997
                                                           
 MICHAEL L.           Vice President and Chief         April 10,
 GOLDBERG             Financial Officer and Chief        1997
 Michael L.           Accounting Officer
 Goldberg
                                                           
 JOSEPH C. MILLER     Vice Chairman and Director       April 10,
 Joseph C. Miller                                        1997
                                                           
 JAMES F. JAPCZYK     Controller and Chief             April 10,
 James F. Japczyk     Accounting                         1997
                      Officer

<PAGE>

     Signature                   Title                   Date
                                                           
 J. STEVEN COLE       Director                         April 10,
 J. Steven Cole                                          1997
                                                           
 RONALD B. GORDON     Director                         April 10,
 Ronald B. Gordon                                        1997
                                                           
 PAUL J. MILLER       Director                         April 10,
 Paul J. Miller                                          1997
                                                           
 EDGAR D. JANNOTTA    Director                         April 10,
 Edgar D. Jannotta                                       1997
                                                           
 HAYDN H. MURRAY      Director                         April 10,
 Haydn H. Murray                                         1997
                                                           
 ALAN H. SELIG        Director                         April 10,
 Alan H. Selig                                           1997
<PAGE>

                         INDEX TO EXHIBITS


Exhibit    
 Number             Description of Exhibit
  4.1      Articles of Incorporation of the Company, as amended
           (Exhibit (3) to the Company's Quarterly Report on Form
           10-Q for the quarter ended January 31, 1995) * /
  4.3      By-Laws of the Company amended June 16, 1995 (Exhibit
           (3)(b) to the July 31, 1995 Form 10-K)*/
  5.1      Opinion of Sonnenschein Nath & Rosenthal
  23.1     Consent of Sonnenschein Nath & Rosenthal (included in
           Exhibit 5.1)
  23.2     Consent of Blackman Kallick Bartelstein

___________________________

*/   Incorporated by reference.
<PAGE>

                                                          EXHIBIT 5.1

  
                           April 9, 1997
  
  

Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C.  20549

Ladies and Gentlemen:

   A  Registration Statement on Form S-8 (the "Registration Statement")  is
being  filed  on  or about the date of this letter with the Securities  and
Exchange Commission to register shares of common stock, par value $.10  per
share (the "Shares") and shares of Class A Common Stock, par value $.10 per
share  (collectively, with the Shares, the "Stock"), of Oil-Dri Corporation
of  America (the "Company") which may from time to time be offered  by  the
Company  in  connection with the Oil-Dri Corporation of America 1995  Long-
Term  Incentive Plan (the "Plan").  This opinion is delivered in accordance
with  the  requirements  of  Item 601(b)(5) of  Regulation  S-K  under  the
Securities Act of 1933, as amended.

   We  have  acted  as  counsel  to  the Company  in  connection  with  the
Registration  Statement.  In rendering this opinion, we have  examined  and
are familiar with originals or copies, certified or otherwise identified to
our  satisfaction, of the corporate records of the Company,  including  its
Certificate  of  Incorporation, as amended, its  By-Laws,  and  minutes  of
directors'  and stockholders' meetings, and such other documents (including
the  Plan)  and  certificates of public officials,  which  we  have  deemed
relevant  or  necessary  as the basis for the opinion  as  hereinafter  set
forth.

   We  have  assumed  the  legal  capacity  of  all  natural  persons,  the
genuineness of all signatures, the authenticity of all documents  submitted
to  us  as originals, the conformity to original documents of all documents
submitted to us as certified or photostatic copies and the authenticity  of
the  originals  of  such latter documents.  In making  our  examination  of
documents executed by parties other than the Company, we have assumed  that
such  parties had the power, corporate or otherwise, to enter into  and  to
perform  their respective obligations thereunder and have also assumed  the
due  authorization by all requisite action, corporate or otherwise, and the
execution  and delivery by such parties of such documents and the  validity
and  binding  effect  thereof.  As to any facts  material  to  the  opinion
expressed  herein,  we  have  relied upon oral or  written  statements  and
representations  of officers and other representatives of the  Company  and
others.
<PAGE>

Securities and Exchange Commission
April 9, 1997
Page 2


   Based  upon  and  subject to the foregoing, it is our opinion  that  the
shares  of  Stock that will be originally issued under the Plan  have  been
duly  authorized and, when issued pursuant to, and in accordance  with  the
Plan, will be validly issued, fully paid and non-assessable.

   We  consent  to  the  inclusion of this opinion as  an  exhibit  to  the
Registration  Statement  and  to  the  reference  to  Sonnenschein  Nath  &
Rosenthal  under  the  caption "Item 5:  Interests  of  Named  Experts  and
Counsel" in the Registration Statement.

                           Very truly yours,

                      SONNENSCHEIN NATH & ROSENTHAL


                      By:  DENNIS N. NEWMAN/S
                           Dennis N. Newman


<PAGE>


                                                     EXHIBIT 23.2


            INDEPENDENT PUBLIC ACCOUNTANTS' CONSENT


      We  consent  to the incorporation by reference of our report  on  the
Company dated August 30, 1996, which is included in the Oil-Dri Corporation
of  America  Form  10-K for the fiscal year ended July  31,  1996,  in  the
Registration Statement on Form S-8 pertaining to the Oil-Dri Corporation of
America Long-Term Incentive Plan.  We likewise consent to all references to
us in such Registration Statement on Form S-8.


                         Blackman Kallick Bartelstein



Chicago, Illinois
April 9, 1997
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 22988}]
{"company-data": {"conformed-name": "OIL DRI CORPORATION OF AMERICA", "cik": "0000074046", "assigned-sic": "3990", "irs-number": "362048898", "state-of-incorporation": "DE", "fiscal-year-end": "0731"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-24977", "film-number": "97578665"}, "business-address": {"street1": "410 N MICHIGAN AVE SUITE 400", "city": "CHICAGO", "state": "IL", "zip": "60611", "phone": "3123211515"}, "mail-address": {"street1": "410 NORTH MICHIGAN AVENUE", "street2": "SUITE 400", "city": "CHICAGO", "state": "IL", "zip": "60611"}, "former-company": {"former-conformed-name": "OIL DRI CORP OF AMERICA INC", "date-changed": "19600201"}}
As filed with the Securities and Exchange Commission on April 11, 1997
Reg. No. 33-

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549
                                     
                                     
                                 Form S-8
                          REGISTRATION STATEMENT
                                   UNDER
                        THE SECURITIES ACT OF 1933
                                     
                                     
                      OIL-DRI CORPORATION OF AMERICA
          (Exact Name of Registrant as Specified in its Charter)
                                     
        Delaware                                36-2048898
(State of Incorporation)                     (I.R.S. Employer
                                            Identification No.)
                                                     
                          410 N. Michigan Avenue
                            Chicago, IL  60611
           (Address and Zip Code of Principal Executive Offices)
                                     
                                     
                      Oil-Dri Corporation of America
                       1995 Long-Term Incentive Plan
                         (Full Title of the Plan)
                                     
                                     
                              Brian P. Curtis
                      Oil-Dri Corporation of America
                           410 N. Michigan Ave.
                            Chicago, IL  60611
                               312-321-1515
        (Name, Address, and Telephone Number of  Agent For Service)
CALCULATION OF REGISTRATION FEE
Title of Securities   Amount    Proposed     Proposed    Amount of
 to be Registered      to be    Maximum      Maximum    Registration
                   Registered   Offering    Aggregate        Fee
                    Registere  Price Per     Offering
                              Share (1)(2) Price (1)(2)
Common Stock, par
value $.10 per       500,000    $15.875     $7,937,500   $2,405.31
share                 shares
Class A Common                See Note (3) See Note (3)   See Note (3)
Stock, par value
$.10 per share
(1)  Calculated pursuant to Rules 457(h)(1) and 457(c) based on the average
     of the high and low prices reported for the Registrant's common stock on
     the New York Stock Exchange Composite Tape on April 7, 1997.

(2)  Estimated solely for the purpose of calculating the registration fee
     in accordance with Rule 457 under the Securities Act of 1933, as
     amended.

(3)  This Registration Statement covers, in aggregate, up to 500,000 shares
     of either Common Stock or Class A Common Stock issuable under the Plan.
     Shares issuable under the Plan will be shares of Common Stock unless
     Class A Common Stock is issued and publicly traded, in which event
     shares of Class A Common Stock will be issued.  At the date hereof, no
     Class A Common Stock has been issued.
EXPLANATORY NOTE

          As permitted by the rules of the Securities and Exchange
     Commission (the "Commission"), this Registration Statement omits
     the information specified in Part I of Form S-8.
Part II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3:  Incorporation of Documents by Reference

   The following documents filed with the Commission by Oil-Dri Corporation
of America (the "Company") are incorporated in this Registration Statement
on Form S-8 (the "Registration Statement") by reference:

     (a)   The  Company's Annual Report on Form 10-K for  the  fiscal  year
           ended July 31, 1996 ("1996 Form 10-K").

     (b)  All other reports filed by the Company pursuant to Section 13  or
          15(d)  of  the  Securities  Exchange Act  of  1934,  as  amended  (the
          "Exchange Act") since the end of the fiscal year covered by  the  1996
          Form 10-K.

     (c)  The description of the Company's Common Stock, par value $.10 per
          share  (the  "Common Stock") and Class A Common Stock, par value  $.10
          per shares (the Class A Common Stock) under the caption Description
          of  Common  Stock,  Class B Stock and Class A  Common  Stock  in  the
          Company's Proxy Statement dated November 9, 1994.

   All  documents  subsequently filed by the Company pursuant  to  Sections
13(a),  13(c), 14 or 15(d) of the Exchange Act, prior to the  filing  of  a
post-effective  amendment  which indicates that all  securities  registered
hereunder have been sold or which deregisters all of the securities offered
then  remaining  unsold,  shall  be deemed to  be  incorporated  herein  by
reference  and  to  be  a  part hereof from the  date  of  filing  of  such
documents.

   The  consolidated  financial statements and schedules  included  in  the
Company's 1996 Form 10-K have been audited by Blackman Kallick Bartelstein,
independent  auditors,  as  set  forth in their  report  thereon,  and  are
incorporated  herein by reference.  Such consolidated financial  statements
are  incorporated  by reference herein in reliance upon such  report  given
upon  the  authority  of said firm as experts in accounting  and  auditing.
Future  financial  statements of the Company and  the  reports  thereon  of
Blackman  Kallick Bartelstein to be included in subsequent filed  documents
also  will  be incorporated by reference in this Registration Statement  in
reliance upon the authority of that firm as experts in giving those reports
to  the  extent  such  firm  has  audited those  financial  statements  and
consented to the use of their reports thereon.

Item 4:  Description of Securities

  See Item 3(c), above, with respect to Class A Common Stock.
Item 5:  Interests of Named Experts and Counsel

   The legality of the Common Stock being originally offered hereunder  has
been  passed upon by Sonnenschein Nath & Rosenthal ("SNR"), counsel to  the
Company, 8000 Sears Tower, Chicago, Illinois 60606.

Item 6:  Indemnification of Directors and Officers

   Section 145 of the General Corporation Law of the State of Delaware (the
"Delaware  Law") empowers a Delaware corporation to indemnify  any  persons
who  are, or are threatened to be made, parties to any threatened,  pending
or  completed  legal action, suit or proceeding, whether  civil,  criminal,
administrative or investigative (other than an action by or in the right of
such  corporation), by reason of the fact that such person  is  or  was  an
officer,  director, employee or agent of such corporation,  or  is  or  was
serving at the request of such corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise.   The  indemnity  may  include expenses  (including  attorneys'
fees),  judgments,  fines  and  amounts paid  in  settlement  actually  and
reasonably incurred by such person in connection with such action, suit  or
proceeding, provided that such officer or director acted in good faith  and
in  a  manner  he  reasonably believed to be  in  or  not  opposed  to  the
corporation's  best  interests,  and,  for  criminal  proceedings,  had  no
reasonable  cause  to  believe  his  conduct  was  unlawful.   A   Delaware
corporation   may   indemnify  officers  and  directors  against   expenses
(including  attorneys'  fees) in an action  by  or  in  the  right  of  the
corporation  under  the same conditions, except that no indemnification  is
permitted without judicial approval if the officer or director is  adjudged
to  be  liable  to  the  corporation.  Where  an  officer  or  director  is
successful on the merits or otherwise in the defense of any action referred
to  above,  the  corporation must indemnify him against the expenses  which
such officer or director actually and reasonably incurred.

  In accordance with Section 102(b)(7) of the Delaware Law, the Certificate
of  Incorporation, as amended, of the Company contains a provision to limit
the  personal  liability of the directors of the Company for violations  of
their  fiduciary duty.  This provision eliminates director's  liability  to
the  Company  or its stockholders for monetary damages except (i)  for  any
breach   of  the  director's  duty  of  loyalty  to  the  Company  or   its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional  misconduct  or  a  knowing  violation  of  law,  (iii)   under
Section  174  of the Delaware Law providing for liability of directors  for
unlawful  payment of dividends or unlawful stock purchases or  redemptions,
or  (iv)  for  any  transaction from which a director derived  an  improper
personal  benefit.   The  effect  of this provision  is  to  eliminate  the
personal  liability of directors for monetary damages for actions involving
a  breach  of  their  fiduciary duty of care, including  any  such  actions
involving gross negligence.

  Article VII of the By-Laws of the Company provides for indemnification of
the  officers and directors of the Company to the full extent permitted  by
applicable  law.   The Company has in effect insurance  policies  providing
both   directors'   and  officers'  liability  coverage   and   corporation
reimbursement coverage.
Item 7:  Exemption from Registration Claimed

  Not applicable.

Item 8:  Exhibits
 4.1     Articles of Incorporation of the Company, as amended
         (Exhibit (3) to the Company's Quarterly Report on
         Form 10-Q for the quarter ended January 31, 1995.)
         */
 4.3     By-Laws of the Company as amended (Exhibit (3)(b) to
         the July 31, 1995 Form 10-K)*/
 5.1     Opinion of Sonnenschein Nath & Rosenthal
23.1     Consent of Sonnenschein Nath & Rosenthal (included
         in Exhibit 5.1)
23.2     Consent of Blackman Kallick Bartelstein
___________________

*/   Incorporated by reference.

Item 9.  Undertakings

(a)  Rule 415 Offering.  The Company hereby undertakes:

      (1)   To  file, during any period in which offers or sales are  being
made, a post-effective amendment to the Registration Statement:

     (i)   To  include any prospectus required by Section 10(a)(3)  of  the
     Securities Act of 1933 (the "Securities Act");

     (ii)   To reflect in the prospectus any facts or events arising  after
     the  effective date of the Registration Statement (or the most  recent
     post-effective  amendment  thereof)  which,  individually  or  in  the
     aggregate, represent a fundamental change in the information set forth
     in the Registration Statement;

     (iii)  To include any material information with respect to the plan of
     distribution not previously disclosed in the Registration Statement or
     any material change to such information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the  registration statement is on Form S-3 or Form S-8, and the information
required  to be included in a post-effective amendment by those  paragraphs
is  contained in periodic reports filed by the Company pursuant to  Section
13  or Section 15(d) of the Exchange Act that are incorporated by reference
in the Registration Statement.
(2)   That,  for the purpose of determining any liability  under  the
Securities Act, each such post-effective amendment shall be deemed to be  a
new  registration statement relating to the securities offered therein, and
the  offering  of such securities at that time shall be deemed  to  be  the
initial bona fide offering thereof.

      (3)   To  remove  from  registration by  means  of  a  post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

(b)  Incorporation of Subsequent Exchange Act Documents by Reference.

      The  Company hereby undertakes that, for purposes of determining  any
liability  under  the Securities Act, each filing of the  Company's  annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where  applicable, each filing of an employee benefit plan's annual  report
pursuant  to  Section 15(d) of the Exchange Act) that  is  incorporated  by
reference  in  the  Registration Statement shall be  deemed  to  be  a  new
registration statement relating to the securities offered therein, and  the
offering of such securities at that time shall be deemed to be the  initial
bona fide offering thereof.

(h)  Form S-8 Registration Statement.

       Insofar  as  indemnification  for  liabilities  arising  under   the
Securities  Act  may  be permitted to directors, officers  and  controlling
persons  of the Company pursuant to the foregoing provisions, or otherwise,
the  Company  has  been advised that in the opinion of the Commission  such
indemnification is against public policy as expressed in the Securities Act
and   is,  therefore,  unenforceable.   In  the  event  that  a  claim  for
indemnification  against such liabilities (other than the  payment  by  the
Company  of expenses incurred or paid by a director, officer or controlling
person  of  the  Company in the successful defense of any action,  suit  or
proceeding) is asserted by such director, officer or controlling person  in
connection  with the securities being registered, the Company will,  unless
in  the  opinion of its counsel the matter has been settled by  controlling
precedent,  submit  to  a  court of appropriate jurisdiction  the  question
whether such indemnification by it is against public policy as expressed in
the  Securities Act and will be governed by the final adjudication of  such
issue.
SIGNATURES

      Pursuant  to  the  requirements of the Securities Act  of  1933,  the
Company  certifies that it has reasonable grounds to believe that it  meets
all  of  the  requirements for filing on Form S-8 and has duly caused  this
Registration  Statement  to  be signed on its behalf  by  the  undersigned,
thereunto  duly authorized, in the City of Chicago, State of  Illinois,  on
April 10, 1997.

OIL-DRI CORPORATION OF AMERICA

By:   DANIEL S. JAFFEE
 .      Daniel S. Jaffee
       President & Chief Operating Officer

                       POWER OF ATTORNEY

      KNOW  ALL  MEN  BY THESE PRESENTS, that each person  whose  signature
appears below constitutes and appoints Daniel S. Jaffee and Brian P. Curtis
and  each of them, his or her true and lawful attorneys-in-fact and agents,
with  full power of substitution and resubstitution, for him or her and  in
his  or  her name, place and stead, in any and all capacities, to sign  any
and  all  amendments to this Registration Statement, and to file the  same,
with  all exhibits thereto, and all documents in connection therewith, with
the  Securities  and Exchange Commission, granting unto said  attorneys-in-
fact  and  agents,  and each of them, full power and authority  to  do  and
perform each and every act and thing requisite and necessary to be done, in
and  about the premises, as fully to all intents and purposes as he or  she
might or could do in person, hereby ratifying and confirming all that  said
attorneys-in-fact,  and each of them, and agents or their  substitutes  may
lawfully do or cause to be done by virtue hereof.

      Pursuant  to  the requirements of the Securities Act  of  1933,  this
Registration  Statement  has been signed by the following  persons  in  the
capacities and on the dates indicated.

    Signature                   Title                   Date
                                                           
 RICHARD M. JAFFEE    Chairman of the Board of         April 10,
 Richard M. Jaffee    Directors                          1997
                      and Chief Executive Officer
                                                           
 DANIEL S. JAFFEE     President, Chief Operating       April 10,
 Daniel S. Jaffee     Officer, and Director              1997
                                                           
 MICHAEL L.           Vice President and Chief         April 10,
 GOLDBERG             Financial Officer and Chief        1997
 Michael L.           Accounting Officer
 Goldberg
                                                           
 JOSEPH C. MILLER     Vice Chairman and Director       April 10,
 Joseph C. Miller                                        1997
                                                           
 JAMES F. JAPCZYK     Controller and Chief             April 10,
 James F. Japczyk     Accounting                         1997
                      Officer
Signature                   Title                   Date
                                                           
 J. STEVEN COLE       Director                         April 10,
 J. Steven Cole                                          1997
                                                           
 RONALD B. GORDON     Director                         April 10,
 Ronald B. Gordon                                        1997
                                                           
 PAUL J. MILLER       Director                         April 10,
 Paul J. Miller                                          1997
                                                           
 EDGAR D. JANNOTTA    Director                         April 10,
 Edgar D. Jannotta                                       1997
                                                           
 HAYDN H. MURRAY      Director                         April 10,
 Haydn H. Murray                                         1997
                                                           
 ALAN H. SELIG        Director                         April 10,
 Alan H. Selig                                           1997
INDEX TO EXHIBITS

Exhibit    
 Number             Description of Exhibit
  4.1      Articles of Incorporation of the Company, as amended
           (Exhibit (3) to the Company's Quarterly Report on Form
           10-Q for the quarter ended January 31, 1995) * /
  4.3      By-Laws of the Company amended June 16, 1995 (Exhibit
           (3)(b) to the July 31, 1995 Form 10-K)*/
  5.1      Opinion of Sonnenschein Nath & Rosenthal
  23.1     Consent of Sonnenschein Nath & Rosenthal (included in
           Exhibit 5.1)
  23.2     Consent of Blackman Kallick Bartelstein

___________________________

*/   Incorporated by reference.
EXHIBIT 5.1

  
                           April 9, 1997
  
  

Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C.  20549

Ladies and Gentlemen:

   A  Registration Statement on Form S-8 (the "Registration Statement")  is
being  filed  on  or about the date of this letter with the Securities  and
Exchange Commission to register shares of common stock, par value $.10  per
share (the "Shares") and shares of Class A Common Stock, par value $.10 per
share  (collectively, with the Shares, the "Stock"), of Oil-Dri Corporation
of  America (the "Company") which may from time to time be offered  by  the
Company  in  connection with the Oil-Dri Corporation of America 1995  Long-
Term  Incentive Plan (the "Plan").  This opinion is delivered in accordance
with  the  requirements  of  Item 601(b)(5) of  Regulation  S-K  under  the
Securities Act of 1933, as amended.

   We  have  acted  as  counsel  to  the Company  in  connection  with  the
Registration  Statement.  In rendering this opinion, we have  examined  and
are familiar with originals or copies, certified or otherwise identified to
our  satisfaction, of the corporate records of the Company,  including  its
Certificate  of  Incorporation, as amended, its  By-Laws,  and  minutes  of
directors'  and stockholders' meetings, and such other documents (including
the  Plan)  and  certificates of public officials,  which  we  have  deemed
relevant  or  necessary  as the basis for the opinion  as  hereinafter  set
forth.

   We  have  assumed  the  legal  capacity  of  all  natural  persons,  the
genuineness of all signatures, the authenticity of all documents  submitted
to  us  as originals, the conformity to original documents of all documents
submitted to us as certified or photostatic copies and the authenticity  of
the  originals  of  such latter documents.  In making  our  examination  of
documents executed by parties other than the Company, we have assumed  that
such  parties had the power, corporate or otherwise, to enter into  and  to
perform  their respective obligations thereunder and have also assumed  the
due  authorization by all requisite action, corporate or otherwise, and the
execution  and delivery by such parties of such documents and the  validity
and  binding  effect  thereof.  As to any facts  material  to  the  opinion
expressed  herein,  we  have  relied upon oral or  written  statements  and
representations  of officers and other representatives of the  Company  and
others.
Securities and Exchange Commission
April 9, 1997
Page 2

   Based  upon  and  subject to the foregoing, it is our opinion  that  the
shares  of  Stock that will be originally issued under the Plan  have  been
duly  authorized and, when issued pursuant to, and in accordance  with  the
Plan, will be validly issued, fully paid and non-assessable.

   We  consent  to  the  inclusion of this opinion as  an  exhibit  to  the
Registration  Statement  and  to  the  reference  to  Sonnenschein  Nath  &
Rosenthal  under  the  caption "Item 5:  Interests  of  Named  Experts  and
Counsel" in the Registration Statement.

                           Very truly yours,

                      SONNENSCHEIN NATH & ROSENTHAL

                      By:  DENNIS N. NEWMAN/S
                           Dennis N. Newman
EXHIBIT 23.2

            INDEPENDENT PUBLIC ACCOUNTANTS' CONSENT

      We  consent  to the incorporation by reference of our report  on  the
Company dated August 30, 1996, which is included in the Oil-Dri Corporation
of  America  Form  10-K for the fiscal year ended July  31,  1996,  in  the
Registration Statement on Form S-8 pertaining to the Oil-Dri Corporation of
America Long-Term Incentive Plan.  We likewise consent to all references to
us in such Registration Statement on Form S-8.

                         Blackman Kallick Bartelstein

Chicago, Illinois
April 9, 1997