SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 19, 2025

Susan Kreh
Chief Financial Officer
Oil-Dri Corporation of America
410 North Michigan Avenue , Suite 400
Chicago , Illinois 60611

 Re: Oil-Dri Corporation of America
 Form 10-K for the Fiscal year Ended July 31, 2024
 Filed October 10, 2024
 File No. 001-12622
Dear Susan Kreh:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Manufacturing
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 odc-responsetoseccomment

 Creating Value From Sorbent Minerals 1 May 15, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Attn: Charles Eastman and Andrew Blume Re: Oil-Dri Corporation of America Form 10-K for the Fiscal Year Ended July 31, 2024 File No. 001-12622 Dear Messrs. Eastman and Blume: This letter sets forth the response of Oil-Dri Corporation of America (the "Company") to the comment letter dated May 5, 2025 from the staff (the "Staff") of the Division of Corporation Finance of the Securities and Exchange Commission (the "Commission") regarding the Staff's review of the Company’s Form 10-K for the fiscal year ended July 31, 2024 filed on October 10, 2024, File No. 001-12622 (the "Form 10-K"). For your convenience, the Staff's comment has been repeated below in its entirety, with the Company's response set out immediately underneath it. The headings and numbered paragraphs in this letter correspond to the headings and numbered paragraphs in the comment letter from the Staff. Capitalized terms used but not defined in this letter are intended to have the meanings ascribed to such terms in the Form 10-K. Form 10-K for the Fiscal year Ended July 31, 2024 Item 2 Properties, page 28 1. We note your response to comment 1. Based on your response our understanding is that you consider several factors at your clay operations with respect to the economic viability of your mineral reserves, including the amount of clay at the mine location; projected costs related to operating the mine; demand for the type or types of product the clay meets the specifications for; other geographic factors such as proximity to permanent structures or bodies of water; and environment factors and regulations. In order to meet the requirement of Item 1302(e)(4) of Regulation S-K, a price for each commodity must be used that provides a reasonable basis for establishing that the project is economically viable. This requirement can be satisfied by quantifying the projected cost, or range of projected costs, that covers mining, hauling, processing, and packaging.

 2 Please further expand subsequent disclosures to quantity projected cost, or range of projected costs, in order to satisfy the price requirement under Item 1303(b)(3) of Regulation S-K. The Company acknowledges the Staff’s comment and respectfully proposes to revise its disclosures as reflected in the illustrative disclosures below to satisfy the price requirement under Item 1303(b)(3) of Regulation S-K, beginning with the Company’s annual report on Form 10-K for the fiscal year ending July 31, 2025. While the Company does not attribute value to its clay, after consultation with the Staff, the Company has determined to provide the average price per ton of its clay-based products to satisfy the price requirement, which the Company believes provides a reasonable basis for establishing that the project is economically viable. In future filings, the following disclosures would be revised as follows (new language underlined and in bold): The following footnote would be added to the table on page 30 of the Form 10-K: “Mineral reserves are based on the fiscal year 2024 average price of $544 per ton of our clay-based products.” In lieu of the proposed disclosure in our response to prior comment 1 of the Staff’s letter dated February 11, 2025, the paragraph immediately following the table on Page 30 of the Form 10-K would be revised to read: “Based on our rate of consumption during fiscal year 2024, and without regard to any of our reserves in Nevada and Tennessee, where we do not actively mine, we consider our proven and probable reserves adequate to supply our needs for over forty years. Although we consider these reserves to be extremely valuable to our business, we consider our in situ clay to have no inherent value and to only become valuable through the mining and manufacturing methods described below.only a small portion of the reserves, those which were acquired in acquisitions, are reflected at cost on our balance sheet.” ***

 3 If you have any questions or comments regarding these responses or require any additional information, please do not hesitate to contact me at (312) 706-3119 or by email at Susan.Kreh@oildri.com. Very truly yours, Oil-Dri Corporation of America By: _/s/ Susan M. Kreh_________ Susan M. Kreh Chief Financial Officer cc: Daniel S. Jaffee, Oil-Dri Corporation of America Anthony W. Parker, Oil-Dri Corporation of America

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 5, 2025

Susan Kreh
Chief Financial Officer
Oil-Dri Corporation of America
410 North Michigan Avenue , Suite 400
Chicago , Illinois 60611

 Re: Oil-Dri Corporation of America
 Form 10-K for the Fiscal year Ended July 31, 2024
 Response letter dated April 24, 2025
 File No. 001-12622
Dear Susan Kreh:

 We have reviewed your April 24, 2025 response to our comment letter and
have the
following comment.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.
Unless we note otherwise, any references to prior comments are to comments in
our April 11,
2025 letter.

Form 10-K for the Fiscal Year Ended July 31, 2024
Item 2. Properties, page 28

1. We note your response to comment 1. Based on your response our
understanding is
 that you consider several factors at your clay operations with respect
to the economic
 viability of your mineral reserves, including the amount of clay at the
mine
 location; projected costs related to operating the mine; demand for the
type or types
 of product the clay meets the specifications for; other geographic
factors such as
 proximity to permanent structures or bodies of water; and environment
factors and
 regulations.

 In order to meet the requirement of Item 1302(e)(4) of Regulation S-K, a
price for
 each commodity must be used that provides a reasonable basis for
establishing that
 the project is economically viable. This requirement can be satisfied by
quantifying
 May 5, 2025
Page 2

 the projected cost, or range of projected costs, that covers mining,
hauling, processing,
 and packaging.

 Please further expand subsequent disclosures to quantity projected cost,
or range of
 projected costs, in order to satisfy the price requirement under Item
1303(b)(3) of
 Regulation S-K.
 Please contact Charles Eastman at 202-551-3794 or Andrew Blume at
202-551-3254
if you have questions regarding comments on the financial statements and
related matters.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 odc-responsetoseccomment

 Creating Value From Sorbent Minerals 1 April 24, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Attn: Charles Eastman and Andrew Blume Re: Oil-Dri Corporation of America Form 10-K for the Fiscal Year Ended July 31, 2024 File No. 001-12622 Dear Messrs. Eastman and Blume: This letter sets forth the response of Oil-Dri Corporation of America (the "Company") to the comment letter dated April 11, 2025 from the staff (the "Staff") of the Division of Corporation Finance of the Securities and Exchange Commission (the "Commission") regarding the Staff's review of the Company’s Form 10-K for the fiscal year ended July 31, 2024 filed on October 10, 2024, File No. 001-12622 (the "Form 10-K"). For your convenience, the Staff's comment has been repeated below in its entirety, with the Company's response set out immediately underneath it. The headings and numbered paragraphs in this letter correspond to the headings and numbered paragraphs in the comment letter from the Staff. Capitalized terms used but not defined in this letter are intended to have the meanings ascribed to such terms in the Form 10-K. Form 10-K for the Fiscal year Ended July 31, 2024 Item 2 Properties, page 28 1. We note your response to comment 1. Please provide us with additional information related to the price and quality disclosure requirements found under Item 1303(b)(3) of Regulation S-K. Please tell us how you assess the economic viability of the materials designated as mineral reserves. For example, tell us if their is a minimum price considered at each mine that covers mining, hauling, processing, and packaging in order to establish the economic viability of the material mined; or another method that you use to establish the economic viability of your mineral reserves. Additionally, please tell us how you distinguish ore from waste at your mining operations. For example, is there a minimum quality threshold, chemical specification, or other method that you use to separate ore from waste at each mine.

 2 The Company acknowledges the Staff’s comment and respectfully proposes to revise its disclosures as reflected in the illustrative disclosure below to describe how the Company assesses the economic viability of the clay designated as mineral reserves and how the Company distinguishes ore from waste at its mining operations in future filings, beginning with the Company’s annual report on Form 10-K for the fiscal year ending July 31, 2025. The Company respectfully advises that the reserves of clay at each of its geographic areas are part of well-researched and understood geographically extensive geologic formations. The Company has mined clay in these areas for decades, and in addition to the Company’s general knowledge of the geology of these geographic areas, the Company assesses the economic viability of the clay by conducting industry standard in-situ tests in order to determine reserves. These tests are conducted via exploratory drilling where the Company extracts samples of clay, overburden, and other materials at a given location. The samples enable the Company to discover both the quantity of the clay at that location and to test the properties of the clay at a given mine to determine whether it meets the minimum and/or maximum specifications for use in at least one of the products that the Company manufactures. Once a determination that clay is usable in at least one of the Company’s products is made, in order to establish the economic viability of the clay, the Company considers a variety of factors rather than using a specific minimum price for each mine. The Company uses this approach to determine the economic viability of the clay because a minimum price for each mine would be impossible to accurately assess and rely on due to ever-changing costs and the uncertain end-use of the Company’s clay, which often can be used in a variety of its products, each with varying price points in both production and sale. The Company is also unable to rely on the inherent value of its mineral in determining economic viability because its clay has no inherent value, and the value of its clay is created through the variety of mining, hauling, processing, and packaging methods, described in Item 2 – Properties, Mining and Manufacturing Methods of our Form 10-K, that the Company uses to produce each of its products. While some of the factors that the Company considers in this determination may be unique to an individual mine, these factors generally include the amount of clay at the mine location; projected costs related to operating the mine; demand for the type or types of product the clay meets the specifications for; geographical factors such as proximity to permanent structures or bodies of water; and environmental factors and regulations. Based on a case-by-case review of these factors, and other unique factors that may be present at an individual mine, the Company is able to establish the economic viability of the clay it designates as mineral reserves. The Company respectfully advises that the minimum quality threshold used in its determination of reserves is whether the clay could be used in one of its products. The Company defines waste as material that is either unusable overburden that must be removed to gain access to an underlying viable reserve of clay or material present in the clay deposit that is not usable because it does not meet the specifications required to be processed into one of its products. The Company considers overburden to be waste, and it is generally visually distinguishable from the clay that the Company mines and processes. Portions of clay or other materials within a mine that are unusable by the Company to produce its products are also considered waste and are not included in its calculation of mineral reserves. In addition to generally being visually distinguishable, the dividing line between the overburden and the clay is confirmed with survey-

 3 grade GPS equipment. Additionally, verification testing is used to confirm whether clay meets the specifications necessary to be used in the Company’s products. Verification testing is initially conducted on the samples of clay, overburden and other materials extracted through the process of exploratory drilling, and then on an on-going basis once extraction begins as the Company conducts regular application-specific testing on clay as it is mined. In its subsequent filings, the Company advises the Staff that it will revise its disclosure to further describe its basis for determining the economic viability of the materials designated as mineral reserves and differentiating waste from economically viable clay. For example, in future filings, the following disclosures would be revised as follows (new language underlined and in bold): The following paragraph would be added immediately following the table on page 30 of the Form 10-K: “We assess the economic viability of clay by conducting industry standard in- situ tests in order to determine reserves. The minimum quality threshold used in our determination of reserves is whether the clay could be used in one of our products. Once a determination is made, based on in situ testing by exploratory drilling, that a measured resource of clay is usable in one of our products, we determine economic viability based on a variety of factors. These factors can differ from mine to mine but generally include the amount of clay at the mine; projected costs related to operating the mine; demand for the type or types of product the clay meets the specifications for; other geographical factors such as proximity to permanent structures or bodies of water; and environmental factors and regulations.” The first paragraph under “Mining and Hauling” on page 31 of the Form 10-K would be revised to read: “We mine clay in open-pit mines in Georgia, Mississippi, Illinois and California. The mining and hauling operations are similar throughout the Oil-Dri locations, with the exception of California. The land to be mined is first stripped. The stripping process involves removing the overburden and preparing the site to allow the excavators to reach the desired clay. We consider overburden to be waste, and it is generally visually distinguishable from the clay that we mine and process. Portions of clay or other materials within a mine that are unusable by us to produce our products are also considered waste and are not included in our calculation of mineral reserves. In addition to being visually distinguishable, the dividing line between the overburden and the clay is confirmed with survey-grade GPS equipment and verification testing is used to confirm whether clay is usable to produce our products. Verification testing is initially conducted on the samples of clay, overburden and other materials extracted through the process of exploratory drilling, and then on an on-going basis once extraction begins as we conduct regular application-specific testing on clay as it is mined. When stripping is completed, the excavators dig out and load the clay onto dump trucks. The trucks haul the clay directly to our processing plants where it is dumped in a clay yard and

 4 segregated by clay type if necessary. Generally, the mine sites are in close proximity to the processing plants; however, the maximum distance the clay is currently hauled to a plant is approximately eleven miles.” ***

 5 If you have any questions or comments regarding these responses or require any additional information, please do not hesitate to contact me at (312) 706-3119 or by email at Susan.Kreh@oildri.com. Very truly yours, Oil-Dri Corporation of America By: /s/ Susan M. Kreh_______ Susan M. Kreh Chief Financial Officer cc: Daniel S. Jaffee, Oil-Dri Corporation of America Anthony W. Parker, Oil-Dri Corporation of America

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 11, 2025

Susan Kreh
Chief Financial Officer
Oil-Dri Corporation of America
410 North Michigan Avenue , Suite 400
Chicago , Illinois 60611

 Re: Oil-Dri Corporation of America
 Form 10-K for the Fiscal year Ended July 31, 2024
 File No. 001-12622
Dear Susan Kreh:

 We have reviewed your February 24, 2025 response to our comment letter
and have
the following comment.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.
Unless we note otherwise, any references to prior comments are to comments in
our February
11, 2025 letter.

Form 10-K for the Fiscal year Ended July 31, 2024
Item 2. Properties, page 28

1. We note your response to comment 1. Please provide us with additional
information
 related to the price and quality disclosure requirements found under
Item 1303(b)(3)
 of Regulation S-K.

 Please tell us how you assess the economic viability of the materials
designated as
 mineral reserves. For example, tell us if their is a minimum price
considered at each
 mine that covers mining, hauling, processing, and packaging in order to
establish the
 economic viability of the material mined; or another method that you use
to establish
 the economic viability of your mineral reserves.

 Additionally, please tell us how you distinguish ore from waste at your
mining
 operations. For example, is there a minimum quality threshold, chemical
 April 11, 2025
Page 2

 specification, or other method that you use to separate ore from waste
at each mine.
 Please contact Charles Eastman at 202-551-3794 or Andrew Blume at
202-551-3254
if you have questions regarding comments on the financial statements and
related matters.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

odc-responsetoseccomment

  Creating Value From Sorbent Minerals          February 24, 2025    VIA EDGAR  United States Securities and Exchange Commission  Division of Corporation Finance  100 F. Street, N.E.  Washington, D.C. 20549  Attn: Charles Eastman and Andrew Blume   Re: Oil-Dri Corporation of America  Form 10-K for the Fiscal Year Ended July 31, 2024  File No. 001-12622  Dear Messrs. Eastman and Blume:  This letter sets forth the responses of Oil-Dri Corporation of America (the "Company")  to the comment letter dated February 11, 2025 from the staff (the "Staff") of the Division of  Corporation Finance of the Securities and Exchange Commission (the "Commission") regarding  the Staff's review of the Company’s Form 10-K for the fiscal year ended July 31, 2024 filed on  October 10, 2024, File No. 001-12622 (the "Form 10-K").   For your convenience, the Staff's comments have been repeated below in their entirety,  with the Company's response to a particular comment set out immediately underneath it. The  headings and numbered paragraphs in this letter correspond to the headings and numbered  paragraphs in the comment letter from the Staff. Capitalized terms used but not defined in this  letter are intended to have the meanings ascribed to such terms in the Form 10-K.  Form 10-K for the Fiscal year Ended July 31, 2024  Item 2 Properties, page 28  1. Please revise your mineral reserve table to include the price, the selected point of  reference, for example in-situ, mill feed, saleable product, etc., and the grade/qualities as  required by Item 1303(b)(3) of Regulation S-K.  The Company acknowledges the Staff’s comment and respectfully proposes to revise its  disclosures as reflected in the illustrative disclosure below to include the selected point of  reference, in-situ, or in-place, as required by Item 1303(b)(3) of Regulation S-K, in future filings,  beginning with the Company’s annual report on Form 10-K for the fiscal year ending July 31,  2025.  The Company respectfully advises the Staff that the value of its clay is created through  the variety of mining, hauling, processing, and packaging methods, described in Item 2 –  Properties, Mining and Manufacturing Methods of our Form 10-K, that the Company uses to  produce each of its products. The clay itself does not have an inherent value, and therefore, the  Company does not attribute a price to its mineral reserves. As described in Item 1 - Business,

2    Principal Products of our Form 10-K, the Company’s clay is used to produce a variety of  products, often at the unique specifications of its customers. The Company’s products are made  using different grades/qualities of our clay, and while some clay may be acceptable for use in the  production of one product, it may not be fit for use in other products. There is no single size,  chemical, or physical specification that fits all customer requirements for the Company’s  products. Therefore, it is not practical or possible to include the price or the grades/qualities in  the mineral reserve table.   In its subsequent filings, the Company proposes revising its disclosure to include the  selected point of reference and to clarify its basis for not including the price or the  grades/qualities of its clay in the mineral reserve table. For example, in future filings, the  following disclosures would be revised as follows (new language underlined and in bold):  The first paragraph under “Summary of Mineral Resources and Mineral Reserves” on  Page 30 of the Form 10-K would be revised to read:  “We operate a number of mines concentrated near our production facilities in  California, Georgia, Illinois and Mississippi, although we have proven reserves in  other states. Based upon the quantitative and qualitative factors applicable, we do  not consider any of our mines to be individually material to our business or  financial condition. As a result, we are only required to disclose summary  information related to our mineral reserves. Our summary of mineral reserves as  of July 31, 2024, have been prepared and certified by a certified professional  geologist who qualifies as a "qualified person" as such term is defined in Item  1300 of Regulation S-K. The reference point for our mineral reserves is in- situ, or in-place, material. Item 1303 of Regulation S-K requires the disclosure  of mineral resources; however, we have no mineral resource estimates as all  mineral accumulations of economic interest and with reasonable prospects for  eventual economic extraction are either currently on production or subject to an  economically viable future development plan and are classified as mineral  reserves. Item 1303 of Regulation S-K also requires the disclosure of the  grades/qualities of our mineral reserves; however, because there is no single  size, chemical, or physical specification of our clay that fits all requirements  for our various products, it is not practical or possible for us to provide  information related to grades/qualities. Our summary of proven and probable  reserves as of July 31, 2024, is as follows:”  The paragraph immediately following the table on Page 30 of the Form 10-K would be  revised to read:  “Based on our rate of consumption during fiscal year 2024, and without regard to  any of our reserves in Nevada and Tennessee, where we do not actively mine, we  consider our proven and probable reserves adequate to supply our needs for over  forty years. Although we consider these reserves to be extremely valuable to our  business, because our clay has no inherent value and only becomes valuable  through the mining and manufacturing methods described below, it is not  practical or possible for us to provide information related to the price of our

3    mineral reserves.only a small portion of the reserves, those which were acquired  in acquisitions, are reflected at cost on our balance sheet.”    2. We note your disclosure on page 30 stating that you do not consider any of your mines to  be individually material. Please quantify the number of mines at each geographic location  and tell us if you have considered Item 1301(c)(3) of Regulation S-K in your individual  property materiality analysis.  The Company acknowledges the Staff’s comment and advises that it has a total of 70  mines located in the following geographic locations:    Geographic Location Number of Mines  California 3  Georgia 38  Illinois 3  Mississippi 24  Nevada 1  Tennessee 1     In its subsequent filings, the Company advises the Staff that it will revise its disclosure to  include the number of mines at each geographic location. For example, in future filings, the first  paragraph under the table provided under “Clay Resources and Reserves” on Page 29 of the  Form 10-K would be revised as follows (new language underlined and in bold):  “With the exception of our research and development center in Illinois, all of the  properties that we own contain clay mineral reserves or are used in the processing  of our clay. We mine sorbent minerals primarily consisting of calcium bentonite,  attapulgite and diatomaceous shale which we refer to in the aggregate as “clay,”  “minerals,” or “Fuller’s Earth.” We use certified professional geologists and  mineral specialists who prepared the estimated reserves of these minerals in the  table above. See also Item 1 “Business” above for further information about our  reserves. We, or our wholly owned subsidiaries, are the sole operators of our  mines. We have a total of 70 mining active properties in all stages of operation  (exploration, development and production), with 3 mines in California, 38  mines in Georgia, 3 mines in Illinois, 24 mines in Mississippi, 1 mine in  Nevada, and 1 mine in Tennessee. Our properties in production, located in  Mississippi, Georgia, California and Illinois, collectively produced approximately  793 thousand and 807 thousand tons of finished product in fiscal years 2024, and  2023, respectively. Parcels of such land are also sites of manufacturing facilities  operated by us. In addition, we own approximately one acre of land in Laval,  Quebec, Canada, which is the site of the processing, packaging and distribution

4    facility for our Canadian subsidiary. While we have reserves at our mining  properties in Nevada and Tennessee, we are not actively mining these  properties.”       The Company considers Item 1301(c)(3) of Regulation S-K in its individual property  materiality analysis and considers, for each property, as applicable, all related activities from  exploration through extraction to the first point of material external sale, including processing,  transportation, and warehousing. Based on the quantitative and qualitative factors applicable to  each mine, including but not limited to, the size of and current or planned activity at each mine,  the Company does not consider any of our mines to be individually material to its business or  financial condition.    Management's Discussion and Analysis of Financial Condition and Operations Results of  Operations, page 34  3. When more than one factor is responsible for the change in a statement of operations  line item between periods, please clearly quantify each of the contributing factors,  including any offsetting amounts. For example, you disclose that your domestic cost of  goods sold per ton increased 6%, driven primarily by increases in non-fuel manufacturing  and freight and offset by lower natural gas and packaging costs. When you discuss net sales  fluctuations, specifically describe the extent to which changes are attributable to changes in  prices or to changes in the volume or amount of goods or services being sold or to the  introduction of new products or services. Refer to Item 303(b)(2) of Regulation S-K and  SEC Release No. 33-8350.  The Company acknowledges the Staff’s comment and respectfully confirms that, in  future filings, beginning with the Company’s quarterly report on Form 10-Q to be filed for the  quarter ended January 31, 2024, it will enhance the disclosure to clearly quantify each of the  contributing factors, including any offsetting amounts, when more than one factor is responsible  for any disclosed material change in a statement of operations line item between periods to the  extent that such information is quantifiable and necessary for an understanding of the Company’s  results.     Critical Accounting Policies and Estimates, page 38  4. Please enhance your disclosure in future filings to provide qualitative and quantitative  information necessary to understand the estimation uncertainty and the impact your  critical accounting estimates have had or are reasonably likely to have on your financial  condition and results of operations. In doing so, discuss how much each estimate and/or  assumption has changed over a relevant period and the sensitivity of reported amounts to  the underlying methods, assumptions and estimates used. The disclosures should  supplement, not duplicate, the description of accounting policies or other disclosures in the  notes to the financial statements. Refer to Item 303(b)(3) of Regulation S-K and SEC  Release No. 33-8350.

5     The Company acknowledges the Staff’s comment and respectfully confirms that, in  future filings, beginning with the Company’s annual report on Form 10-K to be filed for the  fiscal year ending July 31, 2025, it will enhance its disclosure to provide qualitative and  quantitative information necessary to understand the estimation uncertainty and the impact our  critical accounting estimates have had or are reasonably likely to have on the Company’s  financial condition and results of operations, to the extent such information is material and  reasonably available. The Company will also disclose any changes in estimates and/or  assumptions over the relevant period and the sensitivity of reported amounts to the underlying  methods, assumptions, and estimates used over the relevant period, to the extent such  information is material and reasonably available.    Notes to the Consolidated Financial Statements  Note 1 - Summary of Significant Accounting Policies  Intangibles and Goodwill, page 50  5. We note that you allocated $20.4 million of the Ultra Pet acquisition consideration to a  customer list intangible asset which you amortize on a straight-line basis over 18 years.  Please confirm whether or not this asset pertains solely to a customer list as the term is  described in ASC 805-20-55-21. Tell us in sufficient detail how you determined the useful  life of the customer list and how you considered ASC 350-30-35-3 in arriving at this  determination. Also clarify how you determined it was appropriate to amortize the  customer list on a straight-line basis, as opposed to an accelerated method, and how this  reflects the pattern in which you realize the economic benefits of the customer list. Refer to  ASC 350-30-35-6 and ASC 350-30-55-2 through 4.   The Company acknowledges the Staff’s comment and respectfully confirms that this  asset pertains solely to a customer list as the term is described in ASC 805-20-55-21.   The Company respectfully advises the Staff that it determined a useful life of 18 years  was appropriate for the customer list primarily based upon (i) historical customer attrition rates;  (ii) management’s review of the present value of excess earnings expected to be generated in the  future from the customer list and determination that nearly all of the total excess value  attributable to customer list was earned within 18 years; and (iii) discussions with a third-party  valuation firm we engaged to perform a fair value assessment of the Ultra Pet acquisition, who  recommended a useful life of less than 20 years.   The Company considered each of the applicable factors outlined in ASC 350-30-35-3  when determining useful life, particularly the expected use of the asset, historical experience, and  the effects of obsolescence, demand, competition, and other economic factors. The Company  expected to continue using the customer list to generate revenue through the sale of Ultra Pet  products. The Company’s management team has extensive experience managing relationships  with customers in the cat litter business, regardless of whether those arrangements have explicit  renewal or extension provisions. The Company utilized that experience while assessing the  reasonableness of useful life of the customer list. This experience guided the Company’s use of  historical customer attrition rates and its review of the present value of excess earnings expected  to be generated in the future from the customer list, as well as an understanding of the value of

6    Ultra Pet’s customer base being primarily comprised of long-term business partners. While  competition exists, demand for crystal cat litter has grown over recent years, and the Company  does not foresee instability in the cat litter industry or crystal litter segment having an impact on  the useful life of the customer list.   The Company respectfully advises the Staff that it determined it was appropriate to  amortize the customer list on a straight-line basis because it expects the economic benefits from  Ultra Pet’s customer relationships to be spread evenly across the useful life of the asset. ASC  350-30-35-6 provides that the method of amortization shall reflect the pattern in which the  economic benefits of the intangible asset are consumed or otherwise used up. Ultra Pet has  longstanding relationships with its customers, as indicated by its historically low customer  attrition rate. Additionally, the sales history did not indicate that revenues would be spread  unevenly throughout the customer list’s useful life. There is no indication that revenues  generated by the customer list will be higher in the earlier stages of its useful life, and so the  Company deemed that an accelerated method was not appropriate. A

February 11, 2025
Susan Kreh
Chief Financial Officer
Oil-Dri Corporation of America
410 North Michigan Avenue , Suite 400
Chicago , Illinois 60611
Re:Oil-Dri Corporation of America
Form 10-K for the Fiscal year Ended July 31, 2024
File No. 001-12622
Dear Susan Kreh:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Fiscal year Ended July 31, 2024
Item 2 Properties, page 28
1.Please revise your mineral reserve table to include the price, the selected point of
reference, for example in-situ, mill feed, saleable product, etc., and the
grade/qualities as required by Item 1303(b)(3) of Regulation S-K.
2.We note your disclosure on page 30 stating that you do not consider any of your
mines to be individually material. Please quantify the number of mines at each
geographic location and tell us if you have considered Item 1301(c)(3) of Regulation
S-K in your individual property materiality analysis.
Management's Discussion and Analysis of Financial Condition and Operations
Results of Operations, page 34
When more than one factor is responsible for the change in a statement of
operations line item between periods, please clearly quantify each of the contributing
factors, including any offsetting amounts. For example, you disclose that
your domestic cost of goods sold per ton increased 6%, driven primarily by increases 3.

February 11, 2025
Page 2
in non-fuel manufacturing and freight and offset by lower natural gas and packaging
costs. When you discuss net sales fluctuations, specifically describe the extent to
which changes are attributable to changes in prices or to changes in the volume or
amount of goods or services being sold or to the introduction of new products or
services. Refer to Item 303(b)(2) of Regulation S-K and SEC Release No. 33-8350.
Critical Accounting Policies and Estimates, page 38
4.Please enhance your disclosure in future filings to provide qualitative and quantitative
information necessary to understand the estimation uncertainty and the impact your
critical accounting estimates have had or are reasonably likely to have on your
financial condition and results of operations. In doing so, discuss how much each
estimate and/or assumption has changed over a relevant period and the sensitivity of
reported amounts to the underlying methods, assumptions and estimates used. The
disclosures should supplement, not duplicate, the description of accounting policies or
other disclosures in the notes to the financial statements. Refer to
Item 303(b)(3) of Regulation S-K and SEC Release No. 33-8350.
Notes to the Consolidated Financial Statements
Note 1 - Summary of Significant Accounting Policies
Intangibles and Goodwill, page 50
5.We note that you allocated $20.4 million of the Ultra Pet acquisition consideration to
a customer list intangible asset which you amortize on a straight-line basis over 18
years. Please confirm whether or not this asset pertains solely to a customer list as the
term is described in ASC 805-20-55-21. Tell us in sufficient detail how you
determined the useful life of the customer list and how you considered ASC 350-30-
35-3 in arriving at this determination. Also clarify how you determined it was
appropriate to amortize the customer list on a straight-line basis, as opposed to an
accelerated method, and how this reflects the pattern in which you realize the
economic benefits of the customer list. Refer to ASC 350-30-35-6 and ASC 350-30-
55-2 through 4.
Earnings Per Share, page 54
6.Please address the following comments related to your utilization of the two-class
method to report your earnings per share:

•Tell us and revise your disclosures to clarify how you apply the two-class method
for diluted EPS purposes. For example, explain if you utilize for common
stock the more dilutive of the treasury stock method, reverse treasury stock
method or if-converted method and the two-class method and whether the two-
class method is always applied to Class B stock.

•We note your disclosure that the "impact of 158,861 shares of unvested Common
Stock and 54,370 shares of unvested Class B Stock, restricted stock was anti-
dilutive therefore not included in the calculation of diluted EPS." Tell us how you
determined the impact of these shares was anti-dilutive. In doing so, specify what
"unvested Class B Stock" represents.

February 11, 2025
Page 3
            In closing, we remind you that the company and its management are responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review, comments,
action or absence of action by the staff.
            Please contact Charles Eastman at 202-551-3794 or Andrew Blume at 202-551-3254
with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

July 31, 2013

Via E -mail
Mr. Daniel T. Smith
Vice President  and Chief Financial Officer
Oil-Dri Corporation of America
410 North Michigan Avenue, Suite 400
Chicago, IL  60611

RE: Oil-Dri Corporation of America
Form 10 -K for the Year E nded July 31, 2012
Filed October 11, 2012
  File No. 1 -12622

Dear Mr. Smith:

We have completed our review of your filings.  We remind you that our comments or
changes to disclosure in response to our  comments do not foreclose the Commission from taking
any action with respect to the company or the filing s and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Rufus Decker

 Rufus Decker
Accounting Branch Chief

CORRESP
1
filename1.htm

		SEC Comment Letter Response

July 26, 2013

Via EDGAR

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. Jeffrey Gordon, Staff Accountant

RE:     Oil-Dri Corporation of America

Form 10-K for the Year ended July 31, 2012

Filed October 11, 2012

Form 10-Q for the Quarter ended April 30, 2013

Filed June 7, 2013

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 July 16, 2013.  The Staff's comments are restated below in bold italics type, and are followed by our responses.  Where appropriate, we have provided as part of our response below proposed additional disclosures or other revisions, which are italicized in bold type, to be made in our future periodic filings.

Form 10-K for the Year Ended July 31, 2012

Item 8 - Financial Statements and Supplementary Data, page 37

Note 1 - Summary of Significant Accounting Policies, page 42

1.

 Please supplementally quantify for us both the amount of stripping costs included within cost of sales during the periods presented and the amount of capitalized mining assets as of each period presented.  Please also consider disclosing this information in future filings to enhance transparency for investors.

Response:

In our Form 10-K for the fiscal year ended 2013, and in other applicable filings in the future, we will include disclosures similar to the following:

Overburden Removal and Mining Costs

We mine sorbent materials on property that we either own or lease as part of our overall operations.  A significant part of our overall mining cost is incurred during the process of removing the overburden from the mine site, thus exposing the sorbent material used in a majority of our production processes.  These stripping costs are treated as a variable inventory production cost and are included in cost of sales in the period they are incurred.  Stripping costs included in cost of sales were approximately $X,XXX,000, $2,031,000 and $2,045,000 for the fiscal years ended July 31, 20XX, 2012 and 2011, respectively.  We defer and amortize the pre-production overburden removal costs associated with opening a new mine. No pre-production overburden removal costs were deferred in the last two fiscal years.

Additionally, it is our policy to capitalize the purchase cost of land and mineral rights, including associated legal fees, survey fees and real estate fees.  The costs of obtaining mineral patents, including legal fees and drilling expenses, are also capitalized.  The amount of land and mineral rights included in land on the Consolidated Balance Sheets were approximately $13,000,000 and $2,200,000, respectively, as of both July 31, 20XX and 2012. Pre-production development costs on new mines and any prepaid royalties that may be offset against future royalties due upon extraction of the mineral are also capitalized. Prepaid royalties included in prepaid expenses and other assets on the Consolidated Balance Sheets were approximately $X,XXX,000 and $1,147,000 as of July 31, 2013 and 2012, respectively.  No capitalized pre-production development costs were recorded in the last two fiscal years. All exploration related costs are expensed as incurred.

Please note that, similar to the above, the amounts for the periods included in our fiscal 2012 Form 10-K were approximately $1,765,000 for stripping costs for the fiscal year ended July 31, 2010 and approximately $12,500,000 for land, $2,200,000 for mineral rights and $1,006,000 for prepaid royalties as of July 31, 2011.

Note 3 - Operating Segments, page 47

2.

 We note that in your March 13, 2013 earnings conference call with investors, management made reference to historical revenue results for specific products.  In particular, management described the revenues associated with two different cat litter products for the 12 week and 52 week periods ended March 31, 2013 compared to the prior year periods.  Furthermore, your MD&A on page 26 also describes percentage increases in various product lines including cat litter and agricultural and horticultural products.  In light of these statements made during the earnings call and your MD&A disclosures, please help us understand why you believe it is impracticable to disclose revenues by product line.  Please refer to ASC 280-10-50-40.

Response:

The Company has considered the guidance in ASC 280-10-50-40, which provides that “A public entity shall report the revenues from external customers for each product and service or each group of similar products and services unless it is impracticable to do so. The amounts of revenues reported shall be based on the financial information used to produce the public entity's general-purpose financial statements.  If providing the information is impracticable, that fact shall be disclosed.” As described below, we believe that it is impracticable to disclose revenues by product line because that detail is not available from the financial information used to prepare our financial statements, and we disclosed this as required by ASC 280-10-50-40 on page 47 of our Form 10-K for the year ended July 31, 2012.

We use various sources of information when discussing for different purposes the changes in the Company's revenues, including citing reasons for the change which are based on a combination of estimated revenues or percentage changes in sales of our products separately for our domestic and foreign operations.  These sources are not based on the same, all-inclusive data used to produce our general-purpose financial statements; however, we believe that the above-referenced earnings call statement and MD&A disclosure are useful to investors in evaluating the Company's performance and the market dynamics impacting our business.

For example, the market trends for the 12 week and 52 week periods discussed in the earnings call were based on data that we purchased from an outside third party (i.e. IRI) and the source was disclosed to investors in the call.  The dollar amounts and percentages provided by IRI were based on retail sales dollars from end-consumers rather than the wholesale prices paid to the Company and did not include data for certain retail customers who do not disclose their data at all.

In addition, the percentages provided in the MD&A disclosures you referenced are approximations for our domestic operations only and are described as such.  Some of these percentages are based on information from our gross profit system, which does not interface with our financial reporting system.  Our gross profit system reports sales by product; however, these sales amounts do not reflect revenue recognition adjustments required for GAAP (such as FOB sales terms and accruals for trade spending, damages and shortages).  These adjustments are recorded on a segment basis without consideration at the individual product level.  For example, the FOB adjustment is based on factors such as shipping destination, freight terms and shipped date in our billing system; however, the information is not reported by product.  Another example are accruals for items such as trade spending, damages and shortages that rely on various assumptions, including past experience, and are not determined by product.  In summary, we do not accumulate consolidated revenues on a GAAP basis at the product level as contemplated by the disclosure requirements of ASC 280-10-50-40 and the Company would not find the process of tracking such information to be practical.

Based on the reasons above, we believe that it is not practicable to provide revenues by product line based on the same financial information used to produce our financial statements and we are in compliance with the prescribed disclosure requirements.

*    *    *    *    *

In connection with this response, we acknowledge the following:

•

 We are responsible for the adequacy and accuracy of the disclosure in our filings:

•

 Staff comments or changes to disclosure in response to Staff comments in our filings reviewed by the Staff do not foreclose the Commission from taking any action with respect to these filings; and

•

 We may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Thank you for your prompt attention to this letter responding to the Staff's comments.  If you would like additional information, please contact the undersigned at (312) 706-3298.

Sincerely,

/s/ Daniel T. Smith

Daniel T. Smith

Vice President and Chief Financial Officer

July 16, 2013

Via E -mail
Mr. Daniel T. Smith
Vice President  and Chief Financial Officer
Oil-Dri Corporation of America
410 North Michigan Avenue, Suite 400
Chicago, IL  60611

RE: Oil-Dri Corporation of America
Form 10 -K for  the Year ended July 31, 2012
Filed October 11, 2012
  Form 10 -Q for the Quarter ended April 30, 2013
  Filed June 7, 2013
  File No. 1-12622

Dear Mr. Smith :

We have reviewed your filing s and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by providing the requested
information or by advisin g us when you will provide the requested response.   If you do not
believe our comments apply to your facts and circumstances, please tell us why in your response.

After reviewing the information you provide in response to these  comments, we may
have  additional comments.

Form 10 -K for the Year Ended July 31, 2012

Item 8 – Financial Statements and Supplementary Data, page 37

Note 1 – Summary of Significant Accounting Policies, page 42

1. Please supplementally quantify for us both the amount o f stripping costs included within cost
of sales during the periods presented and the amount of capitalized mining assets as of each
period presented.  Please also consider disclosing this information in future filings to enhance
transparency for investors.

Mr. Daniel T. Smith
Oil-Dri Corporation of America
July 16, 2013
Page 2

 Note 3 – Operating Segments, page 47

2. We note that in your March 13, 2013 earnings conference call with investors, management
made reference to historical revenue results for specific products.  In particular, management
described the revenues associa ted with two different cat litter products for the 12 week and
52 week periods ended March 31, 2013 compared to the prior year periods.  Furthermore,
your MD&A on page 26 also describes percentage increases in various product lines
including cat litter and  agricultural and horticultural products.  In light of these statements
made during the earnings call and your MD&A disclosures, please help us understand why
you believe that it is impracticable to disclose revenues by product line.  Please refer to ASC
280-10-50-40.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from  taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Jeffrey Gordon, Staff Accountant, at (202) 551 -3866  or, in his absence,
Lisa Etheredge , Staff Accountant, at (202) 551 -3424 if you have questions regarding these
comments.

 Sincerely,

 /s/ Rufus Decker

 Rufus Decker
 Accounting Branch Chief

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

       DIVISION OF
CORPORATION FINANCE

 Mail Stop 7010
April 15, 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-Qs for the periods ended October 31, 2008 and January 31,
2009
  Schedule 14A filed October 31, 2008   File No. 1-12622

Dear Mr. Peterson:
We have completed our review of your Fo rm 10-K and related filings and have no
further comments at this time.
If you have any further questions regardi ng our review of legal or disclosure
matters in your filings, please direct them to Dietrich Ki ng, Staff Attorney, at (202) 551-
3338.  Please contact Jeffrey Gordon, Staff A ccountant, at (202) 551-3866 or, in his
absence, the undersigned at (202) 551-3769 if you have questions rega rding our review of
the financial statements and related matters.          S i n c e r e l y ,            R u f u s  D e c k e r         A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
1
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

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 7010
April 2, 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-Qs for the periods ended October 31, 2008 and January 31,
2009
  Schedule 14A filed October 31, 2008
  File No. 1-12622

Dear Mr. Peterson:
We have reviewed your response lett er dated March 27, 2009 and have the
following additional comments.  If you disagree with a comment, we will consider your explanation as to why our comment is inappl icable or a revision is unnecessary.  Please
be as detailed as necessary in your explanat ion.  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.

Mr. Andrew N. Peterson
Oil-Dri Corporation of America April 2, 2009 Page 2 of 2   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 co rporate 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 repr esent only a portion of your selling,
general and administrative expenses, we believe it is important to separately discuss in your segment MD&A the bus iness reasons for the changes between
periods in the corporate expenses line  item.  Please revise accordingly.

*    *    *    *
 Please respond to these comments within  10 business days, or tell us when you
will provide us with a response.  Please provi de us with a response letter that keys your
responses to our comments and provides a ny requested information.  Detailed letters
greatly facilitate our review.  Please file your supplemental response on EDGAR as a correspondence file.  Please understand that we may have additional comments after reviewing your responses to our comments.
You may contact Dietrich King, Staff Attorney, at (202) 551-3338 if you have
any questions regarding legal or disclosure matters.  Please contact Jeffrey Gordon, Staff
Accountant, at (202) 551-3866 or, in his absence, the unde rsigned at (202) 551-3769 if
you have questions regarding comments on the fi nancial statements and related matters.

 Sincerely,
   Rufus Decker
 Accounting Branch Chief

CORRESP
1
filename1.htm

      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.

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

CORRESP
1
filename1.htm

February 17, 2006
 Mr. Rufus Decker
 Accounting Branch Chief
 Division of Corporation Finance
 United States Securities and Exchange Commission
 100 F Street, N.E., Stop 7010
 Washington, D.C. 20549

RE:

Form 10-K for the fiscal year ended July   31, 2005

Form 10-Q for the fiscal quarter ended   October 31, 2005

File No. 0-23897

Dear Mr. Decker:

We have received your letter dated February 8, 2005 requesting additional information related to the above reports.  We have prepared detailed responses to the Staff’s comments in the following pages.  The Staff’s comments are restated below in bold italics type, and are followed by the Company’s responses.

FORM 10-K FOR THE YEAR ENDED JULY 31, 2005

General

1.

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

Response:  The Company believes that it has provided adequate disclosure in its past filings; however, the Company will adjust its second quarter Form 10-Q as described below.

Mr. Rufus Decker
 Accounting Branch Chief
 Division of Corporation Finance
 February 17, 2006
 Page Two

Exhibit 31

2.

We have reviewed your response to comment   19.  Please make the following   revisions in order to meet the requirements of Item 601(b)(31) of Regulation   S-K:7:

•

Replace “Oil-Dri” with “the registrant” in   paragraph 3.

•

Replace “July 31, 2005” with “the end of   the period covered by this report” in paragraph 4(c).

•

Replace “fourth fiscal quarter” with “most   recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of   an annual report)” in paragraph 4(d).

•

Add “(or persons performing the equivalent   functions)” after “board of directors” in paragraph 5.

Response:  The Company will update its disclosure in its second quarter Form 10-Q for the changes indicated above.

FORM 10-Q FOR THE PERIOD ENDED OCTOBER 31, 2005

Note 5 – Segment Reporting, page 11

3.

We have reviewed your responses to comments   22 and 23.  According to the   organization chart that you provided to us, it appears that four different   group managers report to the chief executive officer.  We assume the chief executive officer is   your chief operating decisions maker.    It appears that discrete financial information is available for at   least the four groups per your organization chart.  It further appears that your chief operating decision maker   reviews operating results and budget-to-actual comparisons on a more granular   basis than Retail and Wholesale Products and Business-to-Business   Products.  Your website also   highlights four different product groups:    Agricultural/Sports, Pet Care, Fluids Purification, and Industrial and   Automotive.

We understand that you believe you have two   reportable segments composed of two operating segments.  However, the basis for your conclusion   that you have only two operating segments is unclear.  It appears that, at a minimum, each of the   four groups represents a separate operating segment as defined in paragraph   10 of SFAS 131.  If you believe that   each group does not represent an operating

Mr. Rufus Decker
 Accounting Branch Chief
 Division of Corporation Finance
 February 17, 2006
 Page Three

segment, please tell us in detail why   not.  If, after re-evaluation, you   conclude that you have more than two operating segments, but they satisfy the   requirements of paragraph 17 of SFAS 131 for aggregation into two reportable   segments, please provide us with the analysis you performed in reaching this   conclusion, including a comparison of long-term average gross margins.  If after reassessing the criteria in SFAS   131, you conclude you have more than two reportable segments, please revise   your financial statements accordingly.    Please also refer to Questions 7 and 8 of the FASB Staff   Implementation Guide for SFAS 131.

Response: The Company continues to believe that it only has two reportable operating segments, subsequent to the reorganization of our business units in the first quarter of fiscal 2006.  The Company believes that these two segments are consistent with SFAS 131 and Questions 7 and 8 of the FASB Staff Implementation Guide for SFAS 131.

In its most recent comments the Staff indicated that based on our current organization chart, the Chief Executive Officer (“CEO”) has four different managers reporting to him.  While the Business to Business (“B to B”) position has not yet been filled the Chief Operating Decision Maker is managing as though there are two operating segments; B to B and Retail and Wholesale (“R and W”).  The Company does not believe that the existence of an open position in any way changes the fundamental structure of the organization and its segments.

Subsequent to its reorganization the Company’s strategy has been to expand its B to B business (income per sales value in the first quarter of fiscal 2006 of approximately 18%) and deemphasize its R and W business (income per sales value in the first quarter of fiscal 2006 of approximately 5%).  The CEO determines the capital and marketing resource allocations to the two segments based on the strategy of deemphasizing the R and W business segment.

The Staff commented on the “granular” nature of our reporting package.  The Company’s historical reporting package combines geographic areas, legal entities, product offering and in one case sales to a key customer.  These presentations, while detailed, are not operating or reporting segments.  We have had only one reporting period subsequent to the reorganization of the Company.  Over time, the internal financial reporting will probably become further consolidated to reflect the new realities of how the Company is managing its business.

The product categories in the website, Agricultural/Sports, Pet Care, Fluids Purification, and Industrial and Automotive do not align with the Company’s organization structure, financial reporting or its business strategy.  As the Staff will note in our response to comment 5 below, the Company does not gather, nor present financial data to management, by the product lines listed on our website.  In fact, the Staff will note in our first quarter fiscal 2006 press release (attached), that

Mr. Rufus Decker
 Accounting Branch Chief
 Division of Corporation Finance
 February 17, 2006
 Page Four

sales of Pet Care items are reported in both the B to B and R and W segments.  Finally, as we discussed in our initial response to the Staff; “Management determined that successfully meeting the markets’ needs required the Company to reorganize its product offerings, technical services, marketing and advertising around a customer focus instead of its historical product focus.”  Our two operating segments follow this customer focus.

The Staff has asked for the most recent operating information provided to the Board of Directors, which has been submitted as part of our response to comment 4 below.  The presentation to the Board accumulates the various product offering, geographical and legal entities into the results of the two operating segments, which the Company believes are most relevant to the Board and the users of our financial statements.

Finally, it should be noted that the respective product offering, geographical and legal entities shown as “divisions” in the Board of Director’s report are not considered additional operating segments aggregated to form the two reporting segments B to B and R and W.  These divisions do not meet the requirements of paragraph 10 to qualify as operating segments.  First these divisions are not considered discrete business activities of the Company for fiscal year 2006.  Second, the Company’s organizational chart and reporting responsibilities do not identify a manager for each of the divisions since the Company’s strategy and approach to the marketplace rests with B to B and R and W management decisions.  Third, as stated above the CEO determines the capital and marketing resource allocations to the two segments based on the strategy of deemphasizing the R and W business segment.

4.

Please provide us with a copy of the   operating results information provided to your directors at the most recent   board meeting.

Response: A copy of the operating reports provided to the directors at the most recent board meeting held December 6, 2005 for the quarter ended October 31, 2005 are being 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. In accordance with such Rule, the Company has requested that these materials be returned to the Company promptly following completion of the Staff’s review thereof.  In addition, the Company has requested that the Commission afford confidential treatment under the Freedom of Information Act to this information pursuant to the provisions of 17 C.F.R. Section 200.83.  It should be noted that this was the first Board meeting subsequent to the reorganization of the business.  These reports will probably be further consolidated over time.

Mr. Rufus Decker
 Accounting Branch Chief
 Division of Corporation Finance
 February 17, 2006
 Page Five

  5.

  At a minimum, it appears that you should   separately disclose your revenues from Agricultural/Sports, Pet Care, Fluids   Purification, and Industrial and Automotive for each period presented in   accordance with paragraph 37 of SFAS 131.

Response: The Company does not generate revenue data by product line.  The Company does not manage its business operations based on a product focus, but rather based on a customer focus.  For example, as highlighted in the first quarter press release, the Pet Care product lines are sold by both the B to B and R and W segments.  Some of the Pet Care products are sold by the domestic sales force and these values are summarized by salesman and then by customer type or by geographic region.  Also, our foreign operations sell Pet Care products, but those sales are summarized by legal entity.  Therefore, the Company believes that the presentation of the revenue data by product line is currently impractical.  However, were this information to become available; the Company would present the revenue data in future filings.

Sincerely,

Andrew N. Peterson
 Vice President and Chief Financial Officer

Creating Value from Sorbent Minerals

NEWS RELEASE

Release:  Immediate

Contact:

Ronda J.   Williams

      312-706-3232

Oil-Dri Reports Record First Quarter Sales and Reduced Income
 Resulting From Soaring Energy Costs

CHICAGO –   November 22, 2005- Oil-Dri Corporation of America (NYSE: ODC) today announced   record first quarter sales of $47,789,000 for the three month period ended   October 31, 2005.  Sales were 8%   greater than sales of $44,121,000 in the first quarter one year ago.  Net income for the quarter was $1,028,000   or $0.18 per diluted share, compared to $1,280,000 or $0.22 per diluted share   in the same quarter one year ago.

FIRST QUARTER REVIEW

President   and Chief Executive Officer, Daniel S. Jaffee commented, “This was a good   quarter for the company.  While   earnings were behind last year, positive results were achieved in one of the   most difficult operating periods we have ever experienced.  Energy costs had already begun to increase   earlier in the year and skyrocketed after hurricanes Katrina and Rita.  These tragic events had a dramatic effect   on our cost structure during this three-month period.

“The cost of   energy used to manufacture our products was up almost 100% over the previous   year’s first quarter.  The company   absorbed widespread cost increases for transportation, packaging and other   manufacturing inputs.  In spite of   these challenges, we enjoyed record first quarter sales.

“The company   recorded non-recurring income of $0.05 per diluted share in the first quarter   from the sale of water rights owned in northern Nevada.  These non-strategic assets were sold to an   unaffiliated party in August 2005.

“In this quarter we reorganized
our business units to better reflect how we manage our business and the
customers who buy our products.  Going forward, we will report on two
operating segments, Retail and Wholesale and Business-to-Business.  This
change increases our focus on the diverse markets we sell into and serve.
The new operating groups are comprised of the product lines shown
below:

Retail & Wholesale Group

Business-to-Business Group

Cat litter and related products

Fluid purification adsorbents

Floor absorbents and lite synthetics

Agricultural clay carriers

Canada and UK operations

Sports turf granules

Animal health & nutrition binders &   amendments

Co-packaged cat litter

“Wade Bradley, formerly head of our   Consumer Products Group, has been promoted to President of the Retail and   Wholesale Group.  The   Business-to-Business Group will continue to report to me.

“For the   third consecutive year the Board of Directors has increased the   dividend.  The new quarterly rate is   $0.12 per common share.  We are   pleased with the board’s decision as it indicates their belief in the   company’s growth and sustainability through these challenging times.”

-more-

BUSINESS REVIEW

o

Sales for   the company’s Retail and Wholesale Group were $30,978,000 up 3% for the   quarter.  Group income was $1,653,000   down 34%.  Scoopable litters and   private label litters showed sales increases while coarse litters experienced   slower sales growth.  Oil-Dri UK and   Oil-Dri Canada also positively contributed to the group’s sales growth in the   quarter.  Group income was negatively   impacted by increases in energy, transportation and packaging costs.

o

Sales for   the company’s Business-to-Business Group were $16,811,000 up 21% for the   first quarter.  Group income was   $3,031,000 up 2%.  Sales were driven   by co-packaged products and Agsorb clay carriers, which enjoyed the greatest   sales growth.  Pro’s Choice sports   field products, ConditionAde binders and Pure-Flo bleaching clays also showed   increased sales growth in the quarter.    Group income was negatively impacted by increases in energy,   transportation and packaging costs.

FINANCIAL REVIEW

On October   10, 2005, Oil-Dri’s Board of Directors voted to increase the quarterly cash   dividend to $0.12 per share for the Common Stock, an increase of 9%.  The dividend will be payable on December   9, 2005, to stockholders of record at the close of business on November 11,   2005.  At the October 31, 2005 closing   price of $17.74 per share and assuming cash dividends continue at the same   rate, the annual yield on Common Stock is 2.7%.  This is the third year in a row the dividend has been increased.  The company has paid a dividend consistently   for 30 years.

During the   quarter, the company repurchased 34,100 shares of Common Stock, at an average   price of $17.92 per share.

Cash, cash   equivalents and short-term investments at October 31, 2005, totaled   $18,366,000.  Operating cash flow for   the quarter was $1,821,000.  Capital   expenditures for the quarter totaled $3,035,000, which is $1,238,000 more   than the depreciation and amortization of $1,797,000.

FORWARD OUTLOOK

Jaffee   stated, “While energy costs negatively impacted our margins this quarter, I   am confident that the company’s initiatives and its long-term   strategy will address these challenges going forward. Energy surcharges   have been implemented where appropriate, and price increases are scheduled in   the coming quarter on several product lines.

“We have   also made organizational changes, including the reorganization of our   business units and the promotion of Robert Goss to Vice President, Research   and Product Development, to better position us to address the challenges that   lie ahead.  We are f

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 7010

      February 8, 2006

Mr. Andrew N. Peterson
Chief Financial Officer, 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, 2005
Form 10-Q for the quarter ended October 31, 2005
		File No. 1-12622

Dear Mr. Peterson:

      We have reviewed your response and have the following
additional comments.  If you disagree with a comment, we will
consider your explanation as to why our comment is inapplicable or
a
revision is unnecessary.  Please 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 review 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, 2005

General

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

Exhibit 31

2. We have reviewed your response to comment 19.  Please make the
following revisions in order to meet the requirements of Item
601(b)(31) of Regulation S-K:

* Replace "Oil-Dri" with "the registrant" in paragraph 3.
* Replace "July 31, 2005" with "the end of the period covered by
this
report" in paragraph 4(c).
* Replace "fourth fiscal quarter" with "most recent fiscal quarter
(the registrant`s fourth fiscal quarter in the case of an annual
report)" in paragraph 4(d).
* Add "(or persons performing the equivalent functions)" after
"board
of directors" in paragraph 5.

FORM 10-Q FOR THE PERIOD ENDED OCTOBER 31, 2005

Note 5 - Segment Reporting, page 11

3. We have reviewed your responses to comments 22 and 23.
According
to the organization chart that you provided to us, it appears that
four different group managers report to the chief executive
officer.
We assume the chief executive officer is your chief operating
decision maker.  It appears that discrete financial information is
available for at least the four groups per your organization
chart.
It further appears that your chief operating decision maker
reviews
operating results and budget-to-actual comparisons on a more
granular
basis than Retail and Wholesale Products and Business-to-Business
Products.  Your website also highlights four different product
groups:  Agricultural/Sports, Pet Care, Fluids Purification, and
Industrial and Automotive.

We understand that you believe you have two reportable segments
composed of two operating segments.  However, the basis for your
conclusion that you have only two operating segments is unclear.
It
appears that, at a minimum, each of the four groups represents a
separate operating segment as defined in paragraph 10 of SFAS 131.
If you believe that each group does not represent an operating
segment, please tell us in detail why not.  If, after re-
evaluation,
you conclude that you have more than two operating segments, but
they
satisfy the requirements of paragraph 17 of SFAS 131 for
aggregation
into two reportable segments, please provide us with the analysis
you
performed in reaching this conclusion, including a comparison of
long-term average gross margins.  If after reassessing the
criteria
in SFAS 131, you conclude you have more than two reportable
segments,
please revise your financial statements accordingly.  Please also
refer to Questions 7 and 8 of the FASB Staff Implementation Guide
for
SFAS 131.

4. Please provide us with a copy of the operating results
information
provided to your directors at the most recent board meeting.

5. At a minimum, it appears that you should separately disclose
your
revenues from Agricultural/Sports, Pet Care, Fluids Purification,
and
Industrial and Automotive for each period presented in accordance
with paragraph 37 of SFAS 131.

*    *    *    *

      Please respond to these comments and file the requested
amendments within 10 business days, or tell us when you will
provide
us with a response.  Please provide us with a response letter that
keys your responses to our comments and provides any requested
information.  Detailed letters greatly facilitate our review.
Please
file your supplemental response on EDGAR as a correspondence file.
Please understand that we may have additional comments after
reviewing your responses to our comments.

      If you have any questions regarding these comments, please
direct them to Jeffrey Gordon, Staff Accountant, at (202) 551-3866
or, in his absence, Scott Watkinson, Staff Accountant, at (202)
551-
3741.

							Sincerely,

							Rufus Decker
							Accounting Branch Chief

??

??

??

??

Mr. Andrew N. Peterson
Oil-Dri Corporation of America
February 8, 2006
Page 3 of 3

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

         DIVISION OF
CORPORATION FINANCE

</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

February 3, 2006

Mr. Rufus Decker
 Accounting Branch Chief
 Division of Corporation Finance
 United States Securities and Exchange Commission
 100 F Street, N.E., Stop 7010
 Washington, D.C. 20549

RE:

Form 10-K for the fiscal year ended July   31, 2005

Form 10-Q for the fiscal quarter ended   October 31, 2005

File No. 0-23897

Dear Mr. Decker:

We have received your letter dated January 10, 2005 requesting information related to the above reports.  We have prepared detailed responses to the Staff’s comments in the following pages.  The Staff’s comments are restated below in bold italics type, and are followed by the Company’s responses.

FORM 10-K FOR THE YEAR ENDED JULY 31, 2005

General

1.

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

Response: For those responses in which revised disclosure is provided in response to the Staff’s comments the changes have been italicized in bold type for your benefit.  The Company believes that it has provided adequate disclosure in our past filings.  However, as described in more detail below, we plan in several of the items listed below to continue to further enhance our disclosures in future filings as appropriate.

Mr. Rufus Decker
 Accounting Branch Chief
 Division of Corporation Finance
 Page Two

Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 15

Results of Operations, page 15

Fiscal 2005 Compared to Fiscal 2004, page 15

2.

Please discuss the business reasons for the   changes between periods in net sales and operating income from operations of   each of your segments.  In doing so,   please disclose the amount of each significant change in line items between   periods and the business reasons for it.    In circumstances where there is more than one business reason for the   change, attempt to quantify the incremental impact of each individual business   reason discussed on the overall change in the line item.  Please show us what your revised MD&A   for 2005 as compared to 2004 will look like.    See Item 303(a)(3) of Regulation S-K and Financial Reporting   Codification 501.04.

Response: A revised MD&A excerpt is set out below.

We have reviewed regulation S-K 303(a)(3) in formulating our response.  The Company believes that it has provided adequate disclosure in our past filings, but we will continue to refine our MD&A disclosure in the future.  Revisions like those seen below will be incorporated into our second quarter form 10-Q and future filings.

RESULTS OF OPERATIONS
 FISCAL 2005 COMPARED TO FISCAL 2004

          Net sales of the Consumer Products Group for fiscal 2005 were $115,455,000, an increase of 1.3% from net sales of $114,027,000 in fiscal 2004.  The small sales increase was obtained by a 9.3% increase in sales in the Canadian operation and a 4.8% increase in sales in the Co-manufactured products business.  The increase in the Canadian business was driven by private label products, while the increase in the Co-manufactured business came from a new customer.  The core consumer business was consistent compared to fiscal 2004.  Branded cat litter sales were up 1.6% due to the introduction of new products, but private label sales were down 4.6% due to competitive market pressure.  This Group’s operating income decreased 2.9% from $17,532,000 in fiscal 2004 to $17,027,000 in fiscal
2005.  Driving the profit decline was a 4.2% increase in material costs, a 7.1% increase in packaging costs and a 4.7% increase in freight costs.  Transportation and manufacturing fuel costs, along with resin prices have increased as the cost of oil has continued to spiral upward.  Bag stock costs have also increased as the price of paper has increased.  Offsetting part of the operating income decline were both price increases, which helped both operating income and sales and selling expense reductions in the advertising and bad debts expense areas.

Mr. Rufus Decker
 Accounting Branch Chief
 Division of Corporation Finance
 Page Three

          Net sales of the Specialty Products Group for fiscal 2005 were $30,810,000, an increase of 11.0% from net sales of $27,759,000 in fiscal 2004.  Throughout fiscal 2005 the Group reported strong sales growth in bleaching earth and animal health and nutrition products.  Bleaching earth product sales were up approximately 13% for the year, while animal health and nutrition product sales were up approximately 20%.  The growth was experienced both domestically and in the international market place.  The Group experienced solid volume growth, but pricing was relatively flat due to contracts with international edible oil processors, who were able to leverage their global buying power.  The segment’s operating income increased 11.9% from $6,058,000 in fiscal 2004 to $6,781,000 in fiscal 2005.  The profit increase was driven by the strong sales
performance.

          Net sales of the Crop Production and Horticulture Products Group for fiscal 2005 were $18,032,000, a decrease of 14.2% from net sales of $21,006,000 in fiscal 2004.  The net sales decrease resulted from reduced orders from the three major agricultural chemical formulators, primarily those formulating chemicals to combat corn rootworm.  These formulators delayed their production start-ups in the first quarter of fiscal 2005 due to inventory carryover from last season and they continued to order less product due to the increasing acceptance of genetically modified and treated seed in the market.  Overall the sales of agricultural products were down approximately 23% as compared to fiscal 2004.  The significant decrease in agricultural carrier production also reduced the availability of the Group’s Flo-Fre product line, which in turn caused a further reduction of
sales.  Flo-Fre product sales were down approximately 15% as compared to fiscal 2004.  Partially offsetting some of the sales decline was growth in the Group’s sports field business.  The sports field product sales were up approximately 8% for the year.   The Group’s operating income decreased by 56.5% from $3,092,000 in fiscal 2004 to $1,346,000 in fiscal 2005.  The decrease in operating income was driven by the decline in agricultural carrier sales described above.  The Group also experienced increased manufacturing and freight costs, which could not be fully recovered by price increases.  The volume reduction drove approximately 37% of the decline in income.  Cost increases for materials reduced the Group’s income by approximately 28%.  Packaging and freight cost increases accounted for about 31% of the income reduction.  While general expense increases accounted for about a 4% of
the reduction.

          Net sales of the Industrial and Automotive Products Group for fiscal 2005 were $23,571,000, an increase of 3.8% from net sales of $22,719,000 in fiscal 2004.  Most of the sales increase was driven by improved sales of generic floor absorbent products.  The sales of branded floor absorbent in fiscal 2005 were flat as compared to fiscal 2004.   The Group reported an operating loss of $267,000 for fiscal 2005 compared to a loss of $452,000 for fiscal 2004.  Selling price increases were partially offset by increased manufacturing and freight costs.  Transportation and manufacturing fuel costs and resin prices have increased with the cost of oil.

Mr. Rufus Decker
 Accounting Branch Chief
 Division of Corporation Finance
 Page Four

Liquidity and Capital Resources, page 17

3.

You disclose that you accounted for $1.2   million in cash grants on a “net” grant accounting basis, thus showing no   cash inflow or capital expenditure outflow.    Please tell us what accounting literature you relied on in determining   your presentation.

Response: To our knowledge there are currently no U.S. accounting pronouncements that specifically address government grants.  In absence of an authoritative pronouncement, the Company looked to other sources for analogous standards to our circumstances.  IAS 20 – Accounting for Government Grants and Disclosure of Government Assistance and Government Grants specifies in paragraph 27 a net approach to account for and disclose assets that have been impacted by government grants.  This net approach recognizes the income statement impact over the depreciable life of the asset.  We have elected the method that allows for the deduction of the grant in determining the carrying amount of the asset(s).

We have also considered paragraph 28 of the guidance.  As you have noted, we have disclosed on page 17 in the Liquidity and Capital Resources section of the 2005 10-K, a discussion of the grant and the accounting (see below):

          “During fiscal 2005, the Company received approximately $1,200,000 in cash grants from the State of Illinois, so that it could enhance is processing capabilities at the Mounds, Illinois production facility.  These funds were accounted for on a “net” grant accounting basis, therefore they were not shown as a cash in-flow, or a capital expenditure outflow.  As of July 31, 2005, the grant funds were completely utilized.”

We do not believe that the value of the grant and its use, which generally happened in the same year, to be a “major movement” as discussed in paragraph 28 of IAS 20.  However we disclosed the amount to aid the understanding of the grant and the cash flows of the Company.

4.

Please revise your liquidity section to   discuss the changes in your operating, investing, and financing cash flows as   depicted in your statement of cash flows.    Your discussion should focus on the primary drivers of and other   material factors necessary to an understanding of your cash flows and the   indicative value of historical cash flows.    Please refer to the SEC Interpretive Release No. 33-8350.

Mr. Rufus Decker
 Accounting Branch Chief
 Division of Corporation Finance
 Page Five

Response: The Company has reviewed SEC interpretive release No. 33-8350.  Typically the Company does not have major business changes that create liquidity disclosure considerations.  We have in the past highlighted the major items that impact this area.  However we have not broken those comments out into the major categories as described in the release.  Beginning with the second quarter Form 10-Q we will highlight the major sections to provide further clarity for the readers of the reports.

Contractual Obligations, page 17

5.

Please revise your table of contractual   obligations to include payments you are obligated to make under your interest   rate swap agreements.  Because the   table is aimed at increasing transparency of cash flow, we believe these   payments should be included in the table.    Please also disclose any assumptions you made to derive these amounts.

Response: Because the contractual obligations associated with the interest rate swaps were less than $50,000, at July 31, 2005 the Company believes that inclusion of the interest rate swaps is not necessary for the transparent presentation of its contractual obligations for the organization.  The Company will consider future disclosure if the amounts become material.

Item 7a – Quantitative and Qualitative Disclosures about Market Risk, page 24

6.

Please provide us with additional   information to help us understand why you believe quantitative disclosures   for both your foreign currency and interest rate risks are not required, or   provide the disclosure required by Item 305 of Regulation S-K.  Please refer to the appendices to Item 305   for suggested formats for presentation of the information.

Response: The Company believes that it has addressed both items appropriately in Items 7a and also has addressed these items as part of its debt disclosures in Note 4 of the Notes to the Consolidated Financial Statements in the fiscal 2005 Form 10-K.

We believe that our currency risk is immaterial as it relates to its foreign receivables given the fact that the foreign receivables held by the Company, but not its foreign subsidiaries, which were denominated in foreign currency at July 31, 2005 were only approximately $740,000.  Also, as disclosed in the Foreign Operations section of the MD&A, the Company’s foreign subsidiaries generate only a small portion of the consolidated sales and an even smaller portion of the consolidated income.  The Company will consider future disclosures if the size of the operations expand and the amounts become material.

Mr. Rufus Decker
 Accounting Branch Chief
 Division of Corporation Finance
 Page Six

In analyzing the interest rate risk factors of the organization, the Company first looked at the composition of its long-term debt.  The Company has very little variable interest rate debt.  At July 31, 2005, approximately $20,500,000 of the $23,320,000 of long-term debt was stated at a fixed interest rate.  Much of the remaining variable rate long-term debt is industrial revenue development bonds that have carried very low interest rates in the past.  For example, the fiscal 2005 interest rate was only 2.15%.  In addition, the Company had a $7,500,000 revolving credit facility available for use at July 31, but none of that facility was utilized.  The Company will consider providing additional Item 7a disclosures in the future as appropriate.

Item 8 – Financial Statements

Consolidated Statements of Stockholders’ Equity, page 28

7.

Please revise your statement of   stockholders’ equity to include columns disclosing the changes in the number   of shares outstanding and held as treasury stock.

Response: While the Company believes the statement of stockholders’ equity currently reflects sufficient information for the changes in the balances to be understood, we will add new columns in our fiscal 2006 10-K that depicts the changes in the number of shares associated with the shares outstanding and treasury stock.

8.

Please disclose the amount of income tax   expense or benefit allocated to each component of other comprehensive income   in accordance with paragraph 25 of SFAS 130.

Response: The Company believes that the current disclosure accurately presents the tax implications of Other Comprehensive Income, because most of the comprehensive income is related to currency translation adjustments for permanently reinvested foreign earnings for which no deferred taxes are provided.  Therefore, no tax effect was required on these amounts in fiscal 2005.  In fiscal 2005 there was $38,000 of comprehensive income associated with unrealized gains on investments.  The Company believes that the tax implication of this item was immaterial.  The Company will consider additional disclosure in the future as appropriate.

Consolidated Statement of Cash Flows, page 29

9.

Please present the effect of exchange rate   changes on cash balances held in foreign currencies as a separate part of the   reconciliation of the change in cash and cash equivalents during the   period.  See paragraph 25 of SFAS 95.

Mr. Rufus Decker
 Accounting Branch Chief
 Division of Corporation Finance
 Page Seven

Response: The Company has reviewed SFAS 95, paragraph 25 to determine the presentation requirements.  We believe that the effect of exchange rates changes on the cash balances held in foreign currencies to be immaterial.  We have calculated the currency average impact on cash flow for the fiscal years of 2003 to 2005 to be approximately $228,000.  However, beginning with the second quarter Form 10-Q in fiscal 2006 we will present an additional disclosure for the foreign currency impact on the Company’s Consolidated Cash Flow Statement.

Note 1 – Summary of Significant Accounting Policies, page 30

General

10.

Please disclose how you are treating the   restricted shares you have issued in computing both your basic and diluted   earnings per share

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 7010

      January 10, 2006

Mr. Andrew N. Peterson
Chief Financial Officer, 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, 2005
Form 10-Q for the quarter ended October 31, 2005
		File No. 0-23897

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.
Please 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 review 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, 2005

General

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

Item 7 - Management`s Discussion and Analysis of Financial
Condition
and Results of Operations, page 15

Results of Operations, page 15

Fiscal 2005 Compared to Fiscal 2004, page 15

2. Please discuss the business reasons for the changes between
periods in net sales and operating income from operations of each
of
your segments.  In doing so, please disclose the amount of each
significant change in line items between periods and the business
reasons for it.  In circumstances where there is more than one
business reason for the change, attempt to quantify the
incremental
impact of each individual business reason discussed on the overall
change in the line item.  Please show us what your revised MD&A
for
2005 as compared to 2004 will look like.  See Item 303(a)(3) of
Regulation S-K and Financial Reporting Codification 501.04.

Liquidity and Capital Resources, page 17

3. You disclose that you accounted for $1.2 million in cash grants
on
a "net" grant accounting basis, thus showing no cash inflow or
capital expenditure outflow.  Please tell us what accounting
literature you relied on in determining your presentation.

4. Please revise your liquidity section to discuss the changes in
your operating, investing, and financing cash flows as depicted in
your statement of cash flows.  Your discussion should focus on the
primary drivers of and other material factors necessary to an
understanding of your cash flows and the indicative value of
historical cash flows.  Please refer to the SEC Interpretive
Release
No. 33-8350.

Contractual Obligations, page 17

5. Please revise your table of contractual obligations to include
payments you are obligated to make under your interest rate swap
agreements.  Because the table is aimed at increasing transparency
of
cash flow, we believe these payments should be included in the
table.
Please also disclose any assumptions you made to derive these
amounts.

Item 7a - Quantitative and Qualitative Disclosures About Market
Risk,
page 24

6. Please provide us with additional information to help us
understand why you believe quantitative disclosures for both your
foreign currency and interest rate risks are not required, or
provide
the disclosure required by Item 305 of Regulation S-K.  Please
refer
to the appendices to Item 305 for suggested formats for
presentation
of the information.

Item 8 - Financial Statements

Consolidated Statements of Stockholders` Equity, page 28

7. Please revise your statement of stockholders` equity to include
columns disclosing the changes in the number of shares outstanding
and held as treasury stock.

8. Please disclose the amount of income tax expense or benefit
allocated to each component of other comprehensive income in
accordance with paragraph 25 of SFAS 130.

Consolidated Statements of Cash Flows, page 29

9. Please present the effect of exchange rate changes on cash
balances held in foreign currencies as a separate part of the
reconciliation of the change in cash and cash equivalents during
the
period.  See paragraph 25 of SFAS 95.

Note 1 - Summary of Significant Accounting Policies, page 30

General

10. Please disclose how you are treating the restricted shares you
have issued in computing both your basic and diluted earnings per
share.  See paragraphs 10 and 13 of SFAS 128.

11. Please disclose the types of expenses that you include in the
cost of sales line item and the types of expenses that you include
in
the selling, general and administrative expenses line item.
Please
also disclose whether you include inbound freight charges,
purchasing
and receiving costs, inspection costs, warehousing costs, internal
transfer costs, and the other costs of your distribution network
in
the cost of sales line item.  With the exception of warehousing
costs, if you currently exclude a portion of these costs from cost
of
sales, please disclose:
* in a footnote the line items that these excluded costs are
included
in and the amounts included in each line item for each period
presented, and
* in MD&A that your gross margins may not be comparable to those
of
other entities, since some entities include all of the costs
related
to their distribution network in cost of sales and others like you
exclude a portion of them from gross margin, including them
instead
in a line item, such as selling, general and administrative
expenses.

12. Please disclose how you account for your investments in debt
securities.  Please also include the disclosures required by
paragraphs 19-22 of SFAS 115, as applicable.

Intangibles and Goodwill, page 32

13. Please ensure that you meet all disclosure requirements set
forth
in paragraphs 44-46 of SFAS 142.

Note 6 - Income Taxes, page 41

14. Please disclose the expiration dates of your alternative
minimum
tax credit carryforwards.  See paragraph 48 of SFAS 109.

Note 12 - Leases, page 48

15. Please tell us if your leases have (a) step rent provisions
and
escalation clauses and (b) capital improvement funding and other
lease concessions.  If so, please tell us how you account for
these
items.

Item 9A - Controls and Procedures, page 54

16. Please note that disclosure controls and procedures are now
defined in Exchange Act Rules 13a-15(e) and 15d-15(e).  Please
refer
to Release 33-8238, which became effective August 14, 2003.

17. We note that you have determined that your disclosure controls
and procedures "are effective for gathering, analyzing, and
disclosing the information [you are] required to disclose in
reports
filed under the Act."  This is an incomplete definition of
disclosure
controls and procedures per Exchange Act Rules 13a-15(e) and 15d-
15(e).  Please revise your definition to clarify that disclosure
controls and procedures are designed to ensure that information
required to be disclosed in [your] filings under the Securities
Exchange Act of 1934 is recorded, processed, summarized and
reported
within the time periods specified in the Securities and Exchange
Commission rules and forms.  In addition, your disclosure should
also
clarify that disclosure controls and procedures include controls
and
procedures designed to ensure that information required to be
disclosed by you in the reports that you file or submit under the
Exchange Act is accumulated and communicated to your management,
including your principal executive and principal financial
officers,
or persons performing similar functions, as appropriate to allow
timely decisions regarding required disclosure.  Alternatively,
you
may simply conclude that your disclosure controls and procedures
are
effective or ineffective, whichever the case may be.

18. If true, please revise your disclosure to confirm that you
performed an evaluation of the effectiveness of the design and
operation of your disclosure controls and procedures as of the end
of
the period covered by your report as indicated in your
certifications.  Please also confirm whether there were any
changes
in your internal controls over financial reporting during the
fourth
fiscal quarter, rather than subsequent to the date of your
evaluation.  Please refer to Items 307 and 308(c) of Regulation S-
K.
Please note that this comment also applies to your quarterly
filings
on Form 10-Q.

Exhibit 31

19. Please revise your certifications to conform to the exact
language of Item 601(b)(31) of Regulation S-K.  See also the SEC
Release No. 34-46427.  Please note that this comment also applies
to
your quarterly filings on Form 10-Q.

FORM 10-Q FOR THE PERIOD ENDED OCTOBER 31, 2005

General

20. Please address the above comments in your interim filings as
well.

Item 1 - Financial Statements

Note 4 - Recently Issued Accounting Standards and Other Matters,
page
10

21. Please tell us the current status of your evaluation of the
anticipated effects of adopting EITF 04-06, "Accounting for
Stripping
Costs in the Mining Industry."

Note 5 - Segment Reporting, page 11

22. You previously disclosed, in your annual report on Form 10-K,
that you had four reportable segments:  the Consumer Products
Group,
the Specialty Products Group, the Crop Production and Horticulture
Group, and the Industrial and Automotive Products Group.  It
appears
that these four groups represent at least four separate operating
segments as defined in paragraph 10 of SFAS 131.  Please provide
us
with more information regarding your conclusion that you now have
two
reportable segments.  If you satisfy the criteria discussed in
paragraph 17 of SFAS 131 for aggregation of your operating
segments
into two reportable segments, please provide us with an analysis
supporting this conclusion.  Your analysis should compare the
economic characteristics of your aggregated operating segments,
including margins.  In this regard, we note your statement on page
37
of your annual report on Form 10-K that each of the four groups
has
different economic characteristics.  Please also refer to
Questions 7
and 8 of the FASB Staff Implementation Guide for SFAS 131.

23. Please provide us with a copy of the operating results
information provided to your chief operating decision maker.

*    *    *    *

      Please respond to these comments within 10 business days, or
tell us when you will provide us with a response.  Please provide
us
with a response letter that keys your responses to our comments
and
provides any requested information.  Detailed letters greatly
facilitate our review.  Please file your supplemental response on
EDGAR as a correspondence file.  Please understand that we may
have
additional comments after reviewing your responses to our
comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information required under the
Securities Exchange Act of 1934 and that they have provided all
information investors require for an informed decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in their filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

		In addition, please be advised that the Division of
Enforcement has access to all information you provide to the staff
of
the Division of Corporation Finance in our review of your filing
or
in response to our comments on your filing.

      If you have any questions regarding these comments, please
direct them to Jeffrey Gordon, Staff Accountant, at (202) 551-3866
or, in his absence, Scott Watkinson, Staff Accountant, at (202)
551-
3741.

							Sincerely,

							Rufus Decker
							Accounting Branch Chief

??

??

??

??

Mr. Andrew N. Peterson
Oil-Dri Corporation of America
January 10, 2006
Page 1 of 7

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

         DIVISION OF
CORPORATION FINANCE

</TEXT>
</DOCUMENT>