SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

 Mail Stop 7010
February 25, 2009
 Mr. Andrew N. Peterson Vice President and CFO Oil-Dri Corporation of America 410 North Michigan Avenue, Suite 400 Chicago, IL  60611-4213
 RE: Form 10-K for the fiscal  year ended July 31, 2008
  Form 10-Q for the peri od ended October 31, 2008
  Schedule 14A filed October 31, 2008
  File No. 1-12622

Dear Mr. Peterson:
We have reviewed these filings and have the following comments.  If you
disagree with a comment, we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Pl ease be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may
or may not raise additional comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

FORM 10-K FOR THE YEAR ENDED JULY 31, 2008

General

1. Where a comment below requests additional disclosures or other revisions to be
made, please show us in your supplemental response what the revisions will look like.  These revisions should be included in your future filings.

2. Please correct your commission filing number on the cover of your filings to read 001-12622, which was assigned in conjunction with your filing of the Form 8-A
registration statement on November 24, 1993.

Mr. Andrew N. Peterson
Oil-Dri Corporation of America
February 25, 2009 Page 2 of 9
3. We note that your website and some press re leases refer to or use the terms such
as “quality mineral reserves” in excess of 500 million tons.  If you continue to
make references on your web site or press releases to reserve measures other than
those recognized by the SEC, please accompany such disclosure with the
following cautionary language or prov ide a legal disclaimer tab or page:

Cautionary Note to U.S. Investors -The  United States Securities and Exchange
Commission permits U.S. mining companies,  in their filings with the SEC, to
disclose only those mineral deposits that a company can economically and legally extract or produce.  We use certain terms on this website (or press release), such
as “measured,” “indicated,” and “inferred”  “resources,” which the SEC guidelines
strictly prohibit U.S. registered companies from including in their filings with the
SEC.  U.S. Investors are urged to consid er closely the disclosure in our Form 10-
K which may be secured from us, or from our website at http://www.sec.gov/edgar.shtml.
 Item 1 - Business, page 5

 Reserves, page 8

4. We note you only disclose your proven reserv es in this first section.  Please
provide disclosure of both your proven and probable reserves.  Please note
combining the proven and probable reserve categories is contrary to the explicit
guidance of Industry Guide 7, which provide s that reserves may be combined as
“proven and probable” only if proven a nd probable reserves cannot be readily
segregated.

5. For the reserves that are disclosed for your property, please forward to our
engineer, as supplemental information and not as part of your filing, your
information that establishes the legal, technical, and economic feasibility of your
materials designated as reserves, as re quired by Section C of Industry Guide 7
pursuant to Rule 12b-4 of the Exchange Act.  The information requested may
include, but is not limited to: • Property and geologic maps • Description of your sampli ng and assaying procedures
• Drill-hole maps showing drill intercepts • Representative geologic cro ss-sections and drill logs
• Description and examples of your  cut-off calculation procedures
• Cutoff grades used for each category of your reserves and resources • Justifications for the drill hole spaci ng used to classify and segregate
proven and probable reserves
• A detailed description of your pr ocedures for estimating reserves

Mr. Andrew N. Peterson
Oil-Dri Corporation of America
February 25, 2009 Page 3 of 9
• Copies of any pertinent engineering or geological repor ts, and executive
summaries of feasibility studies or mine plans which including the cash
flow analyses
• A detailed permitting and government approval schedule for the project,
particularly identifying the prim ary environmental or construction
approval(s) and your current location on that schedule.
To minimize the transfer of paper, pl ease provide the requested information on a
CD, formatted as Adobe PDF files and provide the name and phone number for a technical person our engineer may call, if  he has technical questions about your
reserves.  An executive summary, commonl y found with most feasibility studies
generally provides the nece ssary information for this part of the review.
In the event your company desi res the return of this s upplemental material, please
make a written request with the letter of transmittal and include a pre-paid, pre-addressed shipping label to f acilitate the return of th e supplemental information.
Please note that you may request the return  of this information pursuant to the
provisions of Rule 418(b). If there are any questions concerning th e above request, pleas e phone Mr. George
K. Schuler, Mining Engi neer at (202) 551-3718.
 Mining Operations, Page 9

6. Please disclose your annual producti on as required by Regulation S-K,
Instructions to Item 102, Part 3.
 Item 1A - Risk Factors, page 11

7. In future filings containing risk factor  disclosure, please refrain from using
qualifying or limiting statements in the intr oductory paragraph, such as references
to other risks that you do not currently deem material or of which you are currently unaware.  In view  of the requirements of Item 503(c) of Regulation S-K,
such qualifications and limitations are inappropriate.  Your risk factor disclosure should address all of the material risks that you face.  If you do not deem risks
material, you should not ma ke reference to them.

Item 2 - Properties, page 18

8. Please disclose the information required under paragraph (b) of Industry Guide 7
for all your material properties listed  under this heading.  For any properties
identified that are not material, please incl ude a statement to that effect, clarifying
your intentions.  For each material prope rty, include the following information:
• The location and means of access to your property, including the modes of
transportation utilized to and from the property.

Mr. Andrew N. Peterson
Oil-Dri Corporation of America
February 25, 2009 Page 4 of 9
• A brief description of the rock form ations and mineralization of existing
or potential economic significance on the property.
• A description of any work comple ted on the property and its present
condition.
• The details as to modernization a nd physical condition of the plant and
equipment, including subsurface improvements and equipment.
• A description of equipment, infr astructure, and other facilities.
• The current state of exploration of the property. • The total costs incurred to date and all planned future costs. • The source of power and water that  can be utilized at the property.
• If applicable, provide a clear statem ent that the property is without known
reserves and the proposed program  is exploratory in nature.
You may refer to Industry Guide 7, paragr aphs (b) (1) through (5), for specific
guidance pertaining to the foregoing, avai lable on our website at the following
address: www.sec.gov/about/forms/industryguides.pdf

9. Please insert a small-scale map showing the location and access to each material
property, as required by Instruction 3(b) to Item 102 of  Regulation S-K.  Please
note the EDGAR program now accepts Adobe PDF files and digital maps, so
please include these maps in any amendments that are uploaded to EDGAR.  It is
relatively easy to include automatic links at the appropriate locations within the document to GIF or JPEG files, which will allow figures and diagrams to appear in the right location when the document is viewed on the Internet.  For more information, please consult the EDGAR ma nual, and if additional assistance is
required, please call Filer Support at (202) 551-3600 for Post-Acceptance Filing
Issues or (202) 551-8900 for Pre-Accept ance Filing Issues.  We believe the
guidance in Instruction 3(b) of Rule  102 of Regulation S-K would generally
require maps and drawings to co mply with the following features:
• A legend or explanation showing, by means of pattern or symbol, every
pattern or symbol used on the map or drawing.
• A graphical bar scale should be incl uded.  Additional representations of
scale such as "one inch equals one  mile" may be utilized provided the
original scale of the ma p has not been altered.
• A north arrow. • An index map showing where the propert y is situated in relationship to the
state or province, etc., in which it was located.
• A title of the map or drawing, and the date on which it was drawn. • In the event interpretive data is submitted in conjunction with any map,
the identity of the geologist or e ngineer that prepared such data.
Any drawing should be simple enough or of  sufficiently larg e scale to clearly
show all features on the drawing.

Mr. Andrew N. Peterson
Oil-Dri Corporation of America
February 25, 2009 Page 5 of 9   Item 6 – Selected Financial Data, page 22

10. Please also present your basic earnings per common share as well as cash dividends declared per common share for each of the last five fiscal years.  See
Item 301 of Regulation S-K.
 Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 23

Liquidity and Capital Resources, page 28

11. Based on your disclosures here and on page  50, both your senior promissory notes
and your revolving credit agreement c ontain covenants that require you to
maintain a minimum fixed coverage rati o and a minimum consolidated net worth,
among other restrictions.  It also appears that your other classes of debt contain
various covenants.  If it is reasonabl y possible that either you will not be in
compliance with any of your material de bt covenants or that your available
borrowings will be impacted, please disclo se the required ratios/amounts as well
as the actual ratios/amounts as of each re porting date.  This will allow readers to
understand how much cushion there is between the required ratios/amounts and
the actual ratios/amounts.  Please also c onsider showing the specific computations
used to arrive at the actual ratios/amount s with corresponding reconciliations to
US GAAP amounts, if necessary.  See Sections I.D and IV.C of the SEC
Interpretive Release No. 33-8350 and Questi on 10 of our FAQ Regarding the Use
of Non-GAAP Financial Measures dated June 13, 2003.
 Item 8 – Financial Statements and Supplementary Data, page 37

Consolidated Statements of Stockholders’ Equity and Other Comprehensive Income,
page 40

12. You have included the adoption of SFAS 158 in arriving at total comprehensive
income for the year ended July 31, 2007.  The transition provisions of SFAS 158 require you to record any previously unr ecognized gains or lo sses, prior service
costs or credits and transiti on assets or obligations as a direct adjustment to the
ending balance of accumulated other comprehensive income and not as a component of comprehensive income fo r the year of adoption.  Refer to
paragraphs 16(a) and A7 of  SFAS 158.  Please revise your  presentation in future
filings accordingly.  Please also ensure that you include a footnote that describes
the revision and shows the previous ly reported and revised amounts.

Mr. Andrew N. Peterson
Oil-Dri Corporation of America
February 25, 2009 Page 6 of 9   Note 1 – Summary of Significan t Accounting Policies, page 42

General

13. Please disclose the line item(s) in  which you include depreciation and
amortization.  If you do not allocat e a portion of your depreciation and
amortization to cost of sales, please also revise your presentation to comply with
SAB Topics 11:B and 7:D, which would include revising the cost of sales title
and removing the gross profit subtotal throughout the filing.

Property, Plant and Equipment, page 44

14. The range of useful lives for your mach inery and equipment of two to twenty
years is very broad.  Please breakout the machinery and equipment category into smaller components and please disclose the range of useful lives for each revised
category.  For categories that still have ve ry broad useful lives, please consider
separately discussing the t ypes of assets that fall in each part of the range.
 Note 3 – Operating Segments, page 48

15. Please disclose the types of amounts in cluded in the unallocated assets and
corporate expenses line items for each period presented, and disclose why these
amounts were not allocated to your reporta ble segments.  See paragraphs 31 and
32 of SFAS 131.  In addition, please discu ss in your segment MD&A the business
reasons for the changes between periods in the corporate expenses line item.

Item 9A – Controls a nd Procedures, page 66

16. You define disclosure controls and proce dures as those controls and procedures
that are “effective to provide reasonable a ssurance that information required to be
disclosed in [your] Exchange  Act reports is recorded, processed, summarized and
reported within the time periods specif ied by the SEC, and that material
information related to [you] and [your] consolidated subsidiaries is made known
to management, including the CEO and CFO, during the period when [your] periodic reports are being prepared.”  This is an incomplete definition of
disclosure controls and procedures pe r Exchange Act Rules 13a-15(e) and 15d-
15(e).  Please revise your definition to also clarify that disclosure controls and procedures include controls and procedures  designed to ensure that information
required to be disclosed by you in the re ports that you file or submit under the
Exchange Act is accumulated and comm unicated to your management, including
your principal executive and principal fina ncial officers, or persons performing
similar functions, as appropriate to al low timely decisions regarding required

Mr. Andrew N. Peterson
Oil-Dri Corporation of America
February 25, 2009 Page 7 of 9
disclosure.  Alternatively, you may simply conclude that your disclosure controls
and procedures are effective or ineff ective, whichever the case may be.

FORM 10-Q FOR THE PERI OD ENDED OCTOBER 31, 2008

 General

17. Please address the above comments in your in terim filings as well, as applicable.

DEFINITIVE PROXY STATEM ENT FILED OCTOBER 31, 2008
 Proposals, page 6

 1. Election of Directors, page 6

18. We note from your executive officer disclo sure on page 20 that  the chairman of
your board Richard M. Jaffee is the father  of your chief executive officer Daniel
S. Jaffee and the father-in-law of your vice president Thomas F. Cofsky.  Please
provide the family relationship disclosu re required by Item 401(d) of Regulation
S-K for each person covered by the item, in cluding, if applicable, the chairman of
your board.
 Compensation of Directors, page 15

19. Please disclose all of the material terms of the consulting agreement between you and Richard M. Jaffee.  Please refer to Item 402(k)(3) of Regulation S-K.

Executive Compensation, page 21

Compensation Discussion and Analysis, page 21
 Compensation Policy, page 21

20. We note the process by which you set base  salaries and total cash compensation
for your named executive officers tar