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CORRESP
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filename1.htm

    April 13,
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-Qs for the periods ended October 31, 2008 and January 31,
      2009

              Schedule
      14A filed October 31, 2008

              File
      No. 1-12622

    Gentlemen:

    Items 1.
and 2. below set 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 April 2, 2009.  In
addition, items 5., 8. and 9. below set forth our response to the corresponding
comments in the Staff’s initial letter dated February 25, 2009 and complete our
reply to that letter.  The Staff’s comments are restated below in
bold
italics type, and are followed by our responses.

    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.  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.

    Item 8 – Financial
Statements and Supplementary Data, page 37

    Item 3 – Operating Segments,
page 48

              2.

              We
      have reviewed your response to prior comment 15 and have the following
      additional comments:

              ·

              Your
      proposed disclosure states “the corporate expenses line includes primarily
      certain unallocated expenses including administrative costs, research and
      development costs and other non-operating expenses.”  Please
      enhance your disclosure to provide examples of the types of items included
      in other non-operating
expenses.

              ·

              We
      previously requested that you discuss in your segment MD&A the
      business reasons for the changes between periods in the corporate expenses
      line item.  We note your response that changes in items included
      within corporate expenses are presented within your selling, general and
      administrative expenses discussion in your MD&A.  Since
      items included in the corporate expenses line item represent only a
      portion of your selling general and administrative expenses, we believe it
      is important to separately discuss in your segment MD&A the business
      reasons for the changes between periods in the corporate expenses line
      item.  Please revise
  accordingly.

    Response:

    In the
footnote to our consolidated financial statements related to operating segments
in our Form 10-Q for the quarter ended April 30, 2009, and in all future
applicable SEC filings, we will include disclosure similar to the
following:

    We do not
rely on any segment asset allocations and do not consider them meaningful
because of the shared nature of our production facilities; however, we have
estimated the segment asset allocations below for those assets for which we can
reasonably determine.  The unallocated asset category is the remainder
of our total assets.  The asset allocation is estimated and is not a
measure used by our chief operating decision maker about allocating resources to
the operating segments or in assessing their performance.  The
corporate expenses line consists of certain unallocated expenses including
primarily salaries, wages and benefits, purchased services, rent, utilities and
depreciation and amortization associated with corporate functions such as
research and development, information systems, finance, legal, human resources
and customer service.  Corporate expenses also include the annual
incentive plan bonus accrual.

        2

    In our
MD&A discussion of the changes in our selling, general and administrative
expenses under the subheading Consolidated Results in our Form 10-Q for the
quarter ended April 30, 2009, and in all future applicable SEC filings, we will
include disclosure similar to the following:

    Total
selling, general and administrative expenses as a percentage of net sales
were 14% for the first six months of fiscal 2009 compared to 15% in the first
six months of fiscal 2008. The discussion of
the Groups’ operating income above describes the fluctuation
in the selling, general
and administrative expenses
that
were allocated to
our operating
segments.  The
remaining unallocated corporate expenses were lower in the first six months of
fiscal 2009 primarily due to a lower estimated annual incentive plan
bonus accrual.  The lower incentive bonus expense was based on
performance targets that are established for each year.

    Item 1 – Business, page
5

              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.

    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.

        3

    Response:

    We
provided the requested information to Mr. George Schuler, Mining Engineer of the
SEC Staff, under separate cover on a confidential and supplemental basis
pursuant to Rule 12b-4 under the Securities Exchange Act of 1934.  Mr.
Schuler has informed us that his review is complete and he has no further
questions.

    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.

              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:

        4

              ·

              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.

              ·

              An index
      map showing where the property 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 engineer that prepared such
      data.

    Any
drawing should be simple enough or of sufficiently large scale to clearly show
all features on the drawing.

    Response:

    In
response to items 8. and 9. above, we provided Mr. George Schuler, Mining
Engineer of the SEC Staff, with the following proposed revised disclosure to be
included in our Form 10-K for the fiscal year ended July 31, 2009 and in other
applicable filings in the future.  Mr. Schuler has informed us that
his review is complete and he has no further comments on the following proposed
disclosure:

    ITEM
2 – PROPERTIES

    Real
Property Holdings and Mineral Reserves

                  Land
      Owned

                  Land
      Leased

                  Land
      Unpatented claims

                  Total

                  Estimated
      proven reserves

                  Estimated
      probable reserves

                  Total

                  (acres)

                  (acres)

                  (acres)

                  (acres)

                  (000’s
      of tons)

                  (000’s
      of tons)

                  (000’s
      of tons)

                  California

                795

                --

                1,030

                1,825

                5,229

                11,226

                16,455

                  Georgia

                2,157

                2,006

                --

                4,163

                30,042

                12,018

                42,060

                  Illinois

                82

                598

                --

                680

                6,592

                5,032

                11,624

                  Mississippi

                2,182

                978

                --

                3,160

                89,055

                95,149

                184,204

                  Nevada

                535

                --

                --

                535

                23,316

                2,976

                26,292

                  Oregon

                340

                --

                --

                340

                --

                45

                45

                  Tennessee

                178

                --

                --

                178

                3,000

                3,000

                6,000

                6,269

                3,582

                1,030

                10,881

                157,234

                129,446

                286,680

    The Mississippi, Georgia, Tennessee,
Nevada, California and Illinois properties are primarily mineral in nature,
except our research and development facility which is included in the Illinois
owned land.  We mine sorbent
minerals primarily consisting of montmorillonite, attapulgite or
diatonite.  We employ geologists and mineral specialists who
prepared the estimated reserves of these minerals in the table
above.  See also Item 1 above, Business—Reserves, for further
information on our reserves.

        5

    MINING
PROPERTIES

    Our mining operations are conducted on
leased or owned land.  The Georgia, Illinois and Mississippi mining
leases generally require that we pay a minimum monthly rental to continue the
lease term.  The rental payments are generally applied against a
stated royalty related to the number of unpro