As filed with the Securities and Exchange Commission on April 26, 2002
                                                          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                           (I.R.S. Employer
    Incorporation)                        Identification No.)

                       410 N. Michigan Avenue
                          Chicago, IL 60611
        (Address and Zip Code of Principal Executive Offices)
                             ----------

                   OIL-DRI CORPORATION OF AMERICA
                     OUTSIDE DIRECTOR STOCK PLAN
                      (Full Title of the Plan)
                             ----------

                             Maryon Gray
                   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
===================================================================
<S>                <C>         <C>         <C>         <C>
TITLE OF           AMOUNT      PROPOSED    PROPOSED    AMOUNT OF
SECURITIES         TO BE       MAXIMUM     MAXIMUM     REGISTRATION
TO BE REGISTERED   REGISTERED  OFFERING    AGGREGATE   FEE
                               PRICE PER   OFFERING
                               SHARE       PRICE (1)
                               (1)(2)
-------------------------------------------------------------------
Common Stock,
par value $.10     200,000     $ 9.775    $ 1,955,000  $ 179.86
per share          shares (3)
===================================================================

(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 22, 2002.
(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)  Anticipated to be issued from treasury shares of the Company.
</TABLE>

<PAGE> i












                      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.


























                                 -i-

<PAGE> II-1

                               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, 2001 ("2001 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 2001 Form 10-K.

   (c)   The  description  of the Company's  Common Stock,  par value
         $.10  per  share  (the  "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 3, 1997.

   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  2001 Form 10-K have been audited by Blackman  Kallick
Bartelstein LLP, 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 such
firm  as  experts  in  accounting  and  auditing.   Future  financial
statements  of the  Company  and  the  reports  thereon  of  Blackman
Kallick  Bartelstein LLP 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

   The Common Stock is  registered  under  Section 12 of the Exchange
Act.

<PAGE> II-2

ITEM 5:  INTERESTS OF NAMED EXPERTS AND COUNSEL

   Not applicable

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.

<PAGE> II-3

<TABLE>
<CAPTION>
ITEM 8:  EXHIBITS

===========================================================
<S>        <C>
   3.1     Certificate of Incorporation of the Company, as
           amended (Exhibit 4.1 to the S-8 Registration
           Statement No. 333-57625  filed  June 24, 1998*/
                                                        --

   3.2     By-Laws of the Company, as amended  (Exhibit
           (3)(b) to the July 31, 1995 Form 10-K)*/
                                                 -

  23.1     Consent of Blackman Kallick Bartelstein LLP
============================================================
-------------------
</TABLE>
*/   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-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.

<PAGE> II-4

(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  (See Item 6 above),  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>  II-5

                         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 24, 2002.

                 OIL-DRI CORPORATION OF AMERICA

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


                       POWER OF ATTORNEY

     KNOW  ALL  MEN  BY  THESE  PRESENTS,   that  each  person  whose
signature  appears below  constitutes  and appoints  Daniel S. Jaffee
and  Maryon  Gray  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
-----------------------------------------------------------------------


/s/ Richard M. Jaffee      Chairman of the Board of      April 24, 2002
    ---------------------  Directors
    Richard M. Jaffee


/s/ Daniel S. Jaffee       President, Chief Executive    April 24, 2002
    ---------------------  Officer, and Director
    Daniel S. Jaffee


/s/ Jeffrey M. Libert      Vice President and Chief      April 24, 2002
    ---------------------  Financial Officer


/s/ Daniel T. Smith        Vice President, Controller    April 24, 2002
    ---------------------  and Chief Accounting Officer
    Daniel T. Smith


/s/ J. Steven Cole         Director                      April 24, 2002
    ---------------------
    J. Steven Cole

<PAGE> II-6



/s/ Arnold W. Donald       Director                      April 24, 2002
    ---------------------
    Arnold W. Donald


/s/ Ronald B. Gordon       Director                      April 24, 2002
    ---------------------
    Ronald B. Gordon


/s/ Thomas D. Kuczmarski   Director                      April 24, 2002
    ---------------------
    Thomas D. Kuczmarksi


/s/ Joseph C. Miller       Director                      April 24, 2002
    ---------------------
    Joseph C. Miller


/s/ Paul J. Miller         Director                      April 24,2002
    ---------------------
    Paul J. Miller


/s/ Alan H. Selig          Director                      April 24, 2002
    ---------------------
    Alan H. Selig
=======================================================================

<PAGE> II-7
                        INDEX TO EXHIBITS


==========================================================
 EXHIBIT
 NUMBER             DESCRIPTION OF EXHIBIT

----------------------------------------------------------
   3.1     Certificate of Incorporation of the Company,
           as amended (Exhibit 4.1 to the S-8
           Registration Statement No. 333-57625  filed
           June 24, 1998*/
                        --
   3.2     By-Laws of the Company, as amended  (Exhibit
           (3)(b) to the July 31, 1995 Form 10-K)*/
                                                 -
  23.1     Consent of Blackman Kallick Bartelstein LLP.
==========================================================

---------------------------
*/     Incorporated by reference.
-



<PAGE>
                                                       EXHIBIT 23.1





           INDEPENDENT PUBLIC ACCOUNTANTS' CONSENT


     We consent to the  incorporation  by  reference of our report on
the  Company  dated  September  10,  2001  which is  included  in the
Oil-Dri  Corporation  of America  Form 10-K for the fiscal year ended
July 31, 2001 in the  Registration  Statement on Form S-8  pertaining
to the Oil-Dri  Corporation of America  Outside  Director Stock Plan.
We  likewise  consent to all  references  to us in such  Registration
Statement on Form S-8.



             /s/ Blackman Kallick Bartelstein LLP
                 --------------------------------------
                 Blackman Kallick Bartelstein LLP


Chicago, Illinois
April 24, 2002
[{"type": "S-8", "sequence": "1", "filename": "s8dir.txt", "description": "S-8 OUTSIDE DIRECTOR STOCK PLAN", "secsgml_size_bytes": 18976}]
{"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": "333-87010", "film-number": "02621949"}, "business-address": {"street1": "410 N MICHIGAN AVE STE 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 26, 2002
                                                          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                           (I.R.S. Employer
    Incorporation)                        Identification No.)

                       410 N. Michigan Avenue
                          Chicago, IL 60611
        (Address and Zip Code of Principal Executive Offices)
                             ----------

                   OIL-DRI CORPORATION OF AMERICA
                     OUTSIDE DIRECTOR STOCK PLAN
                      (Full Title of the Plan)
                             ----------

                             Maryon Gray
                   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           AMOUNT      PROPOSED    PROPOSED    AMOUNT OF
SECURITIES         TO BE       MAXIMUM     MAXIMUM     REGISTRATION
TO BE REGISTERED   REGISTERED  OFFERING    AGGREGATE   FEE
                               PRICE PER   OFFERING
                               SHARE       PRICE (1)
                               (1)(2)
-------------------------------------------------------------------
Common Stock,
par value $.10     200,000     $ 9.775    $ 1,955,000  $ 179.86
per share          shares (3)
===================================================================

(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 22, 2002.
(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)  Anticipated to be issued from treasury shares of the Company.
i

                      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.

                                 -i-
II-1

                               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, 2001 ("2001 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 2001 Form 10-K.

   (c)   The  description  of the Company's  Common Stock,  par value
         $.10  per  share  (the  "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 3, 1997.

   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  2001 Form 10-K have been audited by Blackman  Kallick
Bartelstein LLP, 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 such
firm  as  experts  in  accounting  and  auditing.   Future  financial
statements  of the  Company  and  the  reports  thereon  of  Blackman
Kallick  Bartelstein LLP 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

   The Common Stock is  registered  under  Section 12 of the Exchange
Act.
II-2

ITEM 5:  INTERESTS OF NAMED EXPERTS AND COUNSEL

   Not applicable

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.
II-3
ITEM 8:  EXHIBITS

===========================================================
3.1     Certificate of Incorporation of the Company, as
           amended (Exhibit 4.1 to the S-8 Registration
           Statement No. 333-57625  filed  June 24, 1998*/
                                                        --

   3.2     By-Laws of the Company, as amended  (Exhibit
           (3)(b) to the July 31, 1995 Form 10-K)*/
                                                 -

  23.1     Consent of Blackman Kallick Bartelstein LLP
============================================================
-------------------
*/   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-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.
II-4

(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  (See Item 6 above),  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.
II-5

                         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 24, 2002.

                 OIL-DRI CORPORATION OF AMERICA

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

                       POWER OF ATTORNEY

     KNOW  ALL  MEN  BY  THESE  PRESENTS,   that  each  person  whose
signature  appears below  constitutes  and appoints  Daniel S. Jaffee
and  Maryon  Gray  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
-----------------------------------------------------------------------

/s/ Richard M. Jaffee      Chairman of the Board of      April 24, 2002
    ---------------------  Directors
    Richard M. Jaffee

/s/ Daniel S. Jaffee       President, Chief Executive    April 24, 2002
    ---------------------  Officer, and Director
    Daniel S. Jaffee

/s/ Jeffrey M. Libert      Vice President and Chief      April 24, 2002
    ---------------------  Financial Officer

/s/ Daniel T. Smith        Vice President, Controller    April 24, 2002
    ---------------------  and Chief Accounting Officer
    Daniel T. Smith

/s/ J. Steven Cole         Director                      April 24, 2002
    ---------------------
    J. Steven Cole
II-6

/s/ Arnold W. Donald       Director                      April 24, 2002
    ---------------------
    Arnold W. Donald

/s/ Ronald B. Gordon       Director                      April 24, 2002
    ---------------------
    Ronald B. Gordon

/s/ Thomas D. Kuczmarski   Director                      April 24, 2002
    ---------------------
    Thomas D. Kuczmarksi

/s/ Joseph C. Miller       Director                      April 24, 2002
    ---------------------
    Joseph C. Miller

/s/ Paul J. Miller         Director                      April 24,2002
    ---------------------
    Paul J. Miller

/s/ Alan H. Selig          Director                      April 24, 2002
    ---------------------
    Alan H. Selig
=======================================================================
II-7
                        INDEX TO EXHIBITS

==========================================================
 EXHIBIT
 NUMBER             DESCRIPTION OF EXHIBIT

----------------------------------------------------------
   3.1     Certificate of Incorporation of the Company,
           as amended (Exhibit 4.1 to the S-8
           Registration Statement No. 333-57625  filed
           June 24, 1998*/
                        --
   3.2     By-Laws of the Company, as amended  (Exhibit
           (3)(b) to the July 31, 1995 Form 10-K)*/
                                                 -
  23.1     Consent of Blackman Kallick Bartelstein LLP.
==========================================================

---------------------------
*/     Incorporated by reference.
-
EXHIBIT 23.1

           INDEPENDENT PUBLIC ACCOUNTANTS' CONSENT

     We consent to the  incorporation  by  reference of our report on
the  Company  dated  September  10,  2001  which is  included  in the
Oil-Dri  Corporation  of America  Form 10-K for the fiscal year ended
July 31, 2001 in the  Registration  Statement on Form S-8  pertaining
to the Oil-Dri  Corporation of America  Outside  Director Stock Plan.
We  likewise  consent to all  references  to us in such  Registration
Statement on Form S-8.

             /s/ Blackman Kallick Bartelstein LLP
                 --------------------------------------
                 Blackman Kallick Bartelstein LLP

Chicago, Illinois
April 24, 2002