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CORRESP
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      March 27,
2009

      Division
of Corporation Finance

      United
States Securities and Exchange Commission

      100 F
Street, N.E., Stop 7010

      Washington,
D.C. 20549

                Attn:

                Mr.
      Rufus Decker, Accounting Branch
Chief

      Mr. Dietrich King, Staff
Attorney

      Mr. Jeffrey Gordon, Staff
Accountant.

                RE:

                Form
      10-K for the fiscal year ended July 31,
2008

      Form 10-Q for the fiscal quarter ended
October 31, 2008

      Schedule 14A filed October 31,
2008

      File No.
1-12622

      Gentlemen:

      This
letter sets forth the response of Oil-Dri Corporation of America (referred
herein as “we”, “us” or the “Company”) to the comments on the above-referenced
filings provided by the Staff of the Division of Corporate Finance of the
Securities and Exchange Commission by letter dated February 25,
2009.  The Staff’s comments are restated below in bold
italics type, and are followed by our responses.  As we
discussed with Jeff Gordon of the Staff on March 3, 2009, we will supplement
this response with respect to Comments 5, 8 and 9 by April 15,
2009.

      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.

      Response:

      Where
appropriate, we have provided as part of our responses below proposed additional
disclosures or other revisions to be made in our future periodic filings,
including our future interim filings.  We also note herein where
changes were made in our Form 10-Q for the fiscal quarter ended January 31, 2009
filed with the SEC on March 10, 2009.  For those responses in which
revised or enhanced disclosure is provided in response to the Staff’s comments,
the changes have been italicized in
bold type for your benefit.  We believe we have provided
adequate disclosure in our past filings; however, as described in more detail
below, we plan to continue to further enhance our disclosure as appropriate in
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.

      Response:

      We
corrected the cover page of our Form 10-Q for the fiscal quarter ended January
31, 2009, which was filed with the SEC on March 10, 2009, and will use the
correct file number on all future filings.

                3.

                We
      note that your website and some press releases 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
      provide 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 consider 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.

      Response:

      We have
removed from our website the reference to “500 million tons of quality mineral
reserves”.  In the future we do not intend to reference measures other
than those recognized by the SEC on our website or in press releases; however,
if we find it necessary to use such descriptions, we will accompany such
disclosures with the specified cautionary language or provide a legal disclaimer
tab or page.

      Item 1 – Business, page
5

                4.

                We
      note you only disclose your proven reserves 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 provides that reserves may be combined as “proven
      and probable” only if proven and probable reserves cannot be readily
      segregated.

          2

      Response:

      As
requested, we will provide disclosure of both our proven and probable reserves
in applicable future filings.  For illustrative purposes, our Form
10-K for the fiscal year ended July 31, 2009 will include disclosure similar to
the following:

      Item
1 -  Business

      Reserves

      We mine sorbent materials, commonly
known as fuller’s earth, on leased or owned land near our manufacturing
facilities in Mississippi, Georgia, Illinois and California; we also have
reserves in Nevada, Oregon and Tennessee.  We estimate that our proven
reserves of these sorbent materials aggregate approximately 157,234,000 tons
and our
probable reserves aggregate approximately 129,446,000
tons.  Based on our rate of consumption during the 2008 fiscal
year, and without regard to any of our reserves in Nevada, Oregon and Tennessee,
we consider our proven reserves adequate to supply our needs for over 40
years.  Although we consider these reserves to be extremely valuable
to our business, only a small portion of the reserves, those which were acquired
in acquisitions, are reflected at cost on our balance sheet.

                  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 required 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 sampling and assaying
procedures

                  ·

                  Drill-hole
      maps showing drill
intercepts

                  ·

                  Representative
      geologic cross-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 spacing used to classify and segregate proven and
      probable reserves

                  ·

                  A detailed
      description of your procedures for estimating
    reserves

                  ·

                  Copies of
      any pertinent engineering or geological reports, 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 primary environmental or construction approval(s) and your
      current location on that
schedule.

          3

      To
minimize the transfer of paper, please 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, commonly found with most feasibility
studies generally provides the necessary information for this part of the
review.  In the event your company desires the return of this
supplemental material, please make a written request with the letter of
transmittal and include a pre-paid, pre-addressed shipping label to facilitate
the return of the 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 the above request,
please phone Mr. George K. Schuler, Mining Engineer at (202)
551-3718.

      Response:

      We are
communicating with Mr. George Schuler, Mining Engineer, of the SEC Staff
regarding this comment and intend to provide, as supplemental information
pursuant to Rule 12b-4 and not as part of our filing, the information requested
by April 15, 2009.  All such information will be furnished to the
Staff under separate cover on a confidential and supplemental basis pursuant to
Rule 12b-4 under the Securities Exchange Act of 1934 and will not be filed
electronically with the Commission.  In accordance with such Rule, we
respectfully requests that such materials be returned to us promptly following
completion of the Staff’s review.  In addition, we respectfully
request that the Commission afford confidential treatment under the Freedom of
Information Act to such information pursuant to the provisions of 17 C.F.R.
Section 200.83.

      Mining Operations, Page
9

                6.

                Please
      disclose your annual production as required by Regulation S-K,
      Instructions to Item 102, Part 3.

      Response:

      As
requested, we will provide disclosure regarding our annual production in
applicable future filings.  For illustrative purposes, our Form 10-K
for the fiscal year ended July 31, 2009 will include disclosures similar to the
following:

      Item
2 - Properties:

      We have
no mortgages on the real property we own.  The Mississippi, Georgia,
Tennessee, Nevada, California and Illinois properties are primarily mineral in
nature.  These locations
produced approximately XXX,000 tons in fiscal 2009, 995,000 tons in fiscal 2008
and 940,000 tons in fiscal 2007.  Parcels of such land are also
sites of manufacturing facilities operated by us.  The Illinois land
also includes the site of our research and development facility.  We
own approximately one acre of land in Laval, Quebec, Canada, which is the site
of the processing and packaging facility for our Canadian
subsidiary.

      Item 1A – Risk Factors, Page
11

                7.

                In
      future filings containing risk factor disclosure, please refrain from
      using qualifying or limiting statements in the introductory 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 make reference to
      them.

          4

      Response:

      As
requested, in future filings containing risk factor disclosure, we will refrain
from using qualifying or limiting statements in the introductory
paragraph.  All risks we deemed as material were specifically
disclosed in Item 1A Risk Factors in our Form 10-K filed for the fiscal year
ended July 31, 2008.  For illustrative purposes, our Form 10-K for the
fiscal year ended July 31, 2009 will include an introductory paragraph to the
risk factor disclosure similar to the following:

        In addition to the other information in
this report and our other filings with the SEC, you should carefully consider
the risks described below.  If any of the following risks occur, our
business, financial condition or operating results could be materially and
adversely affected.

      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 include a
      statement to that effect, clarifying your intentions.  For each
      material property, include the following
  information:

                  ·

                  The
      location and means of access to your property, including the modes of
      transportation utilized to and from the
  property.

                  ·

                  A brief
      description of the rock formations and mineralization of existing or
      potential economic significance on the
  property.

                  ·

                  A
      description of any work completed on the property and its present
      condition.

                  ·

                  The details
      as to modernization and physical condition of the plant and equipment,
      including subsurface improvements and
  equipment.

                  ·

                  A
      description of equipment, infrastructure, 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, proved a clear  statement that the property is
      without known reserves and the proposed program is exploratory in
      nature.

      You
may refer to Industry Guide 7, paragraphs (b) (1) through (5), for specific
guidance pertaining to the foregoing, available on our website at the following
address:www.sec.gov/about/forms/industryguides.pdf.

      Response:

      We are
communicating with Mr. George Schuler, Mining Engineer, of the SEC Staff
regarding this comment and intend to provide our response by April 15,
2009.  We will include in our Form 10-K for the fiscal year ended July
31, 2009, and in other applicable filings in the future, any disclosures that
are determined appropriate.

          5

                  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 manual, and if additional assistance
      is required, please call File Support at (202) 551-3600 for
      Post-Acceptance Filing Issues or (202) 551-8900 for Pre-Acceptance Filing
      Issues.  We believe the guidance in Instruction 3(b) of Rule 102
      of Regulation S-K would generally require maps and drawing to comply with
      the following features:

                ·

                A legend or
      explanation showing, by means of patter or symbol, every pattern or symbol
      used on the map or drawing.

                ·

                A graphical
      bar scale should be included.  Additional representations of
      scale such as “one inch equals one mile” may be utilized provided the
      original scale of the map has not been
  altered.

                ·

                A north
      arrow.