Edgar Filing: OIL DRI CORPORATION OF AMERICA

SCHEDULE 14A
(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

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[ ] Preliminary proxy statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))

[X] Definitive proxy statement

[ ] Definitive additional materials

[ ] Soliciting material pursuant to Rule 14a-12

[COMPANY NAME]
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(Name of Registrant as Specified in Its Charter)

Oil-Dri Corporation
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[OIL-DRI LOGO]

November 2, 2001

Dear Stockholder:

You are cordially invited to attend Oil-Dri Corporation of America's
Annual Meeting of Stockholders, which will be held at 9:00 a.m. on December 4,
2001, at the Standard Club, 320 South Plymouth Court, Chicago, Illinois.

The matters expected to be acted on in the meeting are described in the
attached Proxy Statement. A slate of nine directors is being recommended for
re-election. Their biographies appear in the Proxy Statement. Included with the
Proxy Statement is a copy of the Company's Annual Report on Form 10-K for fiscal
year 2001. We encourage you to read the Form 10-K. It includes information on
the Company's operations, markets, products and services, as well as the
Company's audited financial statements.

In addition to the formal portion of the meeting, we will take time to
review the results of the past year and look at some of the opportunities for
the Company which lie ahead.

We look forward to seeing you at the Annual Meeting. Whether or not you
plan to attend, you can be sure your shares are represented at the meeting by
promptly voting and submitting your proxy card in the enclosed envelope provided
for this purpose.

Sincerely,

/s/ DANIEL S. JAFFEE

DANIEL S. JAFFEE
President and Chief Executive Officer

OIL-DRI CORPORATION OF AMERICA

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON DECEMBER 4, 2001

To the Stockholders of
Oil-Dri Corporation of America

Notice is hereby given that the 2001 Annual Meeting of Stockholders of
Oil-Dri Corporation of America, a Delaware corporation, (the "Company") will be
held at the Standard Club, located at 320 Plymouth Court, Chicago, Illinois, on
December 4, 2001 at 9:00 a.m., local time, for the purpose of considering and
voting on:

1. The election of nine Directors;

2. Such other business as may properly come before this meeting.

The stock transfer books of the Company will remain open. The Board of
Directors has determined that only holders of record of outstanding shares of
Common Stock and Class B Stock at the close of business on October 26, 2001, are
entitled to notice of, and to vote at, the annual meeting or any adjournment
thereof. All stockholders, whether or not they now expect to be present at the
meeting, are requested to date, sign, and return the enclosed proxy, which
requires no postage if mailed in the United States.

Your attention is directed to the following pages for further
information relating to the meeting.

By Order of the Board of Directors

/s/ ROBERT L. VETERE

ROBERT L. VETERE
Secretary

Chicago, Illinois
November 2, 2001

OIL-DRI CORPORATION OF AMERICA
410 NORTH MICHIGAN AVENUE
SUITE 400
CHICAGO, ILLINOIS 60611

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PROXY STATEMENT

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GENERAL

This Proxy Statement and the accompanying proxy are being mailed on or
about November 2, 2001, to all holders of record of outstanding shares of Common
Stock and Class B Stock at the close of business on October 26, 2001. Proxies
are being solicited on behalf of the Board of Directors for use at the 2001
Annual Meeting of Stockholders, notice of which accompanies this Proxy
Statement. Any stockholder giving a proxy has the power to revoke it at any time
prior to the exercise thereof by executing a subsequent proxy, by notifying the
Secretary of the Company of such revocation in writing (such notification to be
directed to him at the Company's offices at 410 North Michigan Avenue, Suite
400, Chicago, Illinois 60611), or by attending the annual meeting and voting in
person. IF NO CONTRARY INSTRUCTION IS INDICATED IN THE PROXY, EACH PROXY WILL BE
VOTED "FOR" THE ELECTION OF THE NINE NOMINEES NAMED BELOW TO THE BOARD OF
DIRECTORS. See "1. ELECTION OF DIRECTORS".

The Company will pay the costs of this solicitation of proxies for the
annual meeting. In addition to using the mails, officers and certain other
regular employees of the Company may solicit proxies in person or by telephone,
electronic mail, or facsimile. The Company may reimburse brokers and others who
are record holders of Common Stock and Class B Stock for their reasonable
expenses incurred in obtaining voting instructions from the beneficial owners of
such stock.

VOTING

The record date for the determination of stockholders entitled to vote
at the meeting is October 26, 2001, at the close of business. Holders as of the
record date of outstanding shares of Common Stock and Class B Stock are entitled
to vote at the meeting. Holders of Common Stock are entitled to one vote per
share and holders of Class B Stock to ten votes per share (on a non-cumulative
basis for each director to be elected when voting for the election of directors)
and vote together without regard to class (except that any amendment to the
Company's Certificate of Incorporation changing the number of authorized shares
or adversely affecting the rights of Common Stock or Class B Stock requires the
separate approval of the class so affected as well as the approval of both
classes voting together). Holders of Class B Stock are entitled to convert any
and all of such stock into Common Stock on a share-for-share basis at any time
and are subject to mandatory conversion under certain circumstances. As of the
record date, 4,191,325 shares of Common Stock and 1,422,842 shares of Class B
Stock were outstanding.

ELECTION OF DIRECTORS

The election of directors requires a plurality of votes cast.
Accordingly, only proxies and ballots marked for all nominees listed (including
executed proxies not marked with respect to election of directors, which will be
voted for all listed nominees), or voting for some, but not all nominees, by
specifying that votes be withheld for one or more designated nominees, are
counted to determine the total number of votes cast for the various nominees,
with the nine nominees receiving the largest number of votes being elected.
Abstentions and broker non-votes have no effect on the outcome of the election
of directors.

PRINCIPAL STOCKHOLDERS

The following table sets forth information, as of September 30, 2001,
except as noted below, regarding beneficial ownership of the Company's Common
Stock and Class B Stock by each person or group known to the Company to hold
more than five percent of either class. See "Security Ownership of Management"
for information on beneficial ownership of the Company's Common Stock and Class
B Stock by the Company's executive officers and directors as a group.

AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP(1)
--------------------------------------------------------------
PERCENTAGE OF
NUMBER OF SHARES OF PERCENTAGE OF AGGREGATE VOTING
NAME AND ADDRESS OF COMMON STOCK AND OUTSTANDING POWER OF COMMON
BENEFICIAL OWNER CLASS B STOCK STOCK OF CLASS STOCK AND CLASS B STOCK
------------------- ------------------- -------------- -----------------------

Richard M. Jaffee(7)(13)..............Common Stock:
410 N. Michigan Ave. Class B Stock: 309,183(2)(3)(6) 21.32% 16.54%
Chicago, IL 60611

Daniel S. Jaffee(7)...................Common Stock: 27,500(4) 0.65% 0.14%
410 N. Michigan Ave. Class B Stock: 145,808(5)(6) 9.60% 7.51%
Chicago, IL 60611

Jaffee Investment ....................Common Stock:
Partnership, L.P.(13) Class B Stock: 1,000,000(3) 70.28% 54.29%
410 N. Michigan Ave.
Chicago, IL 60611

Heartland Advisors, Inc. .............Common Stock: 1,007,500(8) 24.04% 1.98%
789 North Water Street. Class B Stock:
Milwaukee, WI 53202

T. Rowe Price Assoc., Inc.............Common Stock: 548,200(9) 13.08% 2.92%
100 East Pratt Class B Stock:
Baltimore, MD 21202

Tweedy, Brown Co., LLC................Common Stock: 391,675(10) 9.34% 2.12%
350 Park Avenue Class B Stock:
New York, NY 10022

Dimensional Fund Advisors, Inc........Common Stock: 323,200(11) 7.71% 1.75%
1299 Ocean Avenue Class B Stock:
Santa Monica, CA 90401

Gabelli Asset Management, Inc.........Common Stock: 543,000(12) 12.96% 2.95%
One Corporate Center Class B Stock:
Rye, NY 10580

(1) Beneficial ownership is defined in applicable Securities and Exchange
Commission rules as sole or shared power to vote or to direct the
disposition of a security. All beneficial ownership is with sole voting
power and sole investment power except as described in the Notes below.

(2) Includes 195,991 shares held in a revocable trust of which Richard M.
Jaffee is the grantor and, during his lifetime, the trustee and sole
beneficiary and 85,592 shares held in a revocable trust of which
Richard M. Jaffee's wife is the grantor and during her lifetime the
trustee and sole beneficiary, and 100 shares held in joint tenancy with
his wife. Also includes 27,500 shares of Class B Stock, which Mr.
Jaffee has the right to acquire within 60 days of September 30, 2001,
pursuant to stock options.

(3) The Jaffee Investment Partnership L.P. is managed by its general
partners, generally acting by a majority vote. Two of the general
partners, Richard M. Jaffee and Shirley H. Jaffee, each have eight
votes. Each of the remaining four general partners, Daniel S. Jaffee,
Karen Jaffee Cofsky, Susan Jaffee Hardin and Nancy E. Jaffee, all
children of Richard M. and Shirley H. Jaffee, have one vote. Mr.
Richard M. Jaffee, as the managing general partner, might be deemed to
have, but disclaims, beneficial ownership of the Partnership's shares,
which are not reflected in his share ownership shown in the table.

(4) Consists of 22,500 and 5,000 shares of Common Stock which Daniel S.
Jaffee and his spouse, respectively, have the right to acquire within
60 days of September 30, 2001, pursuant to stock options.

(5) Includes 9,226 shares of Class B Stock held by Daniel S. Jaffee as
trustee of the Richard M. Jaffee 1993 Annuity Trust, 9,239 shares of
Class B Stock held by Daniel S. Jaffee as trustee of the Shirley Jaffee
1993 Annuity Trust, 2 shares owned by Daniel S. Jaffee's spouse, and
4,500 Class B shares owned by Daniel S. Jaffee as trustee for his
children. Also includes 93,750 and 2,125 shares of Class B Stock, which
Daniel S. Jaffee and his spouse, respectively, have the right to
acquire within 60 days of September 30, 2001, pursuant to stock
options.

(6) Does not include shares owned by the Jaffee Investment Partnership,
L.P.

(7) Daniel S. Jaffee is Richard M. Jaffee's son.

(8) Heartland Advisors, Inc. held sole dispositive power over 1,007,500
shares of Common Stock and sole voting power over 363,900 shares of
Common Stock. Information is as of June 30, 2001, as provided by the
holder.

(9) T. Rowe Price, Associates, Inc. ("Price Associates"), held sole
dispositive power over 548,200 shares of Common Stock and sole voting
power over 538,000 shares of Common Stock. These securities are owned
by various individuals and institutional investors, including T. Rowe
Price Small Cap Value Fund, for which Price Associates serves as
investment adviser with power to direct investments and/or sole power
to vote the securities. For purposes of the reporting requirements of
the Securities Exchange Act of 1934 Price Associates is deemed to be a
beneficial owner of such securities; however, Price Associates
expressly disclaims that it is, in fact, the beneficial owner of such
securities. Information is as provided by the holder in its Schedule
13G filed with the Securities and Exchange Commission as of December
31, 2000.

(10) Tweedy, Brown, Co., LLC held sole dispositive power over 391,675 shares
of Common Stock and sole voting power over 391,115 shares of Common
Stock. Information is as of June 30, 2001, as provided by the holder.

(11) Information is as provided by the holder in its Schedule 13G filed with
the Securities and Exchange Commission as of December 31, 2000.

(12) Information is as provided by the holder in its Schedule 13D filed with
the Securities and Exchange Commission as of February 15, 2001.

(13) By virtue of their direct and indirect ownership of shares of the
Company's stock, Richard M. Jaffee and the Jaffee Investment
Partnership, L.P. may be deemed to be control persons of the Company
under the federal securities laws.

SECURITY OWNERSHIP OF MANAGEMENT

The following table shows the number of shares of Common Stock and
Class B Stock of the Company beneficially owned as of September 30, 2001 by the
directors, by the executive officers named in the Summary Compensation Table
("Named Officers") and by the directors and executive officers as a group.

NUMBER OF SHARES NUMBER OF SHARES
NAME OF BENEFICIAL OWNER(1) OF COMMON STOCK(2) OF CLASS B STOCK(2)
--------------------------- ------------------ -------------------

Richard M. Jaffee(11)................................. (3) (3)
Daniel S. Jaffee...................................... (3) (3)
J. Steven Cole........................................ 17,240(4)(7) --
Paul J. Miller........................................ 14,904(5)(7) --
Allan H. Selig........................................ 14,000(7) --
Joseph C. Miller...................................... -- --
Ronald B. Gordon...................................... 23,200(7) --
Arnold W. Donald...................................... 10,000(7) --
Thomas D. Kuczmarski.................................. 11,600(6)(7) --
Thomas F. Cofsky(11).................................. 12,964(8) 56,042(9)(10)
Eugene W. Kiesel...................................... 22,613(12) --
Robert L. Vetere...................................... 3,159(13) --
Wade R. Bradley....................................... 12,006(14) --
All Executive Officers and Directors as a group
(15 in group)(11)................................ 214,847(15) 546,437(10)(16)

(2) Except for Richard M. Jaffee, Daniel S. Jaffee, Thomas F. Cofsky and
Richard V. Hardin, an unnamed executive officer, none of the directors,
nominees for election to the Board of Directors, or executive officers,
including the Named Officers, own any shares of Class B stock. The
number of shares of Common Stock owned beneficially by each of the
directors and Named Officers constitutes less than 1.0% of the number
of outstanding shares of Common Stock and represents shares having less
than 1.0% of the aggregate voting power of the Common Stock and Class B
Stock.

(3) For information regarding the shares owned by Richard M. Jaffee and
Daniel S. Jaffee, see the table under the heading "Principal
Stockholders" and the Notes thereto.

(4) Includes 967 shares of Common Stock owned by Mr. Cole's spouse.

(5) Includes 888 shares of Common Stock owned by Mr. Paul Miller's spouse.

(6) Includes 100 shares of Common Stock held by Mr. Kuczmarski as trustee
for his child.

(7) Includes 10,000 shares of Common Stock which this director has the
right to acquire within 60 days of September 30, 2001, pursuant to
stock options.

(8) Includes 7,500 shares of Common Stock which Mr. Cofsky has the right to
acquire within 60 days of September 30, 2001, pursuant to stock options
and 5,000 shares of Common Stock which Mr. Cofsky's spouse has the
right to acquire within 60 days of September 30, 2001, pursuant to
stock options.

(9) Includes 22,366 shares of Class B Stock owned by Mr. Cofsky's spouse,
7,500 shares of Class B Stock owned by his spouse as trustee for their
children, 22,500 shares of Class B Stock which Mr. Cofsky has the right
to acquire within 60 days of September 30, 2001, pursuant to stock
options and 3,375 shares of Class B Stock which his spouse has the
right to acquire within 60 days of September 30, 2001, pursuant to
stock options. Thomas F. Cofsky has beneficial ownership

of 3.87% of Class B Shares which represents 3.00% of the aggregate
voting power of Common Stock and Class B Stock.

(10) Does not include shares owned by the Jaffee Investment Partnership,
L.P. For information regarding the shares held by the partnership see
the table under the heading "Principal Stockholders" and the Notes
thereto.

(11) Mr. Cofsky and Richard V. Hardin (an unnamed executive officer) are
sons-in-law of Richard M. Jaffee.

(12) Includes 21,250 shares of Common Stock which Mr. Kiesel has the right
to acquire within 60 days of September 30, 2001.

(13) Includes 2,500 shares of Common Stock which Mr. Vetere has the right to
acquire within 60 days of September 30, 2001, pursuant to stock
options.

(14) Includes 12,000 shares of Common Stock which Mr. Bradley has the right
to acquire within 60 days of September 30, 2001, pursuant to stock
options.

(15) Includes 145,750 shares of Common Stock which constitute all such
shares that the executive officers and directors of the Company have
the right to acquire within 60 days of September 30, 2001, pursuant to
stock options (including the shares of Common Stock which may be
acquired as described in Notes above and in the Notes under the heading
"Principal Stockholders").

(16) Includes 154,592 shares of Class B Stock which constitute all such
shares that the executive officers and directors of the Company have
the right to acquire within 60 days of September 30, 2001, pursuant to
stock options (including the shares of Class B Stock which may be
acquired as described in Notes above and in the Notes under the heading
"Principal Stockholders").

INFORMATION CONCERNING THE BOARD OF DIRECTORS

During the fiscal year ended July 31, 2001, four meetings of the Board
of Directors were held. Each director attended at least 75% of the meetings of
the Board and of any Board Committee on which he sits.

The Company has an Audit Committee presently composed of three persons,
Messrs. J. Steven Cole, Allan H. Selig and Ronald B. Gordon, who the Board of
Directors has determined meet the independence and experience requirements of
the New York Stock Exchange. The Audit Committee has the duties and
responsibilities set out in the Audit Committee Charter. Those include:
recommendations to the Board of Directors regarding the engagement of the
independent public accountants, review of their independence, of the scope of
the audit and other services rendered by them, and of the fees and other
arrangements regarding their services; review of the annual audited financial
statements, and of the quarterly financial statements and press releases, with
the independent public accountants and management; review with the independent
public accountants and management of the quality and adequacy of internal
controls; and preparation of the report required by the rules of the Securities
and Exchange Commission to be included in this proxy statement. The Audit
Committee held four meetings during the fiscal year ended July 31, 2001.

The Company has a Compensation Committee and a Stock Option Committee,
each presently composed of three persons who are outside directors, Messrs. J.
Steven Cole, Allan H. Selig, and Ronald B. Gordon. Mr. Paul Miller, a director
and a partner of Sonnenschein Nath & Rosenthal, counsel to the Company, is an
alternate member of the Compensation and Stock Option Committees. Mr. Miller
does not participate in Stock Option Committee actions involving employees
subject to Section 16(b) of the Securities Exchange Act of 1934. The
Compensation Committee is responsible for reviewing the compensation, including
benefits, of the Chief Executive Officer and other executive officers of the
Company. The Stock Option Committee is responsible for reviewing the Company's
stock option plans and granting stock options to employees, including grants to
the executive officers of the Company. The Compensation Committee and the Stock
Option Committee generally meet jointly. The Compensation Committee and the
Stock Option Committee held four joint meetings during the fiscal year ended
July 31, 2001.

The Company does not have a nominating committee.

1. ELECTION OF DIRECTORS

The shares represented by each proxy will be voted, if no contrary
instruction is indicated in the proxy, to elect as directors the nine nominees
named below to hold office until the next Annual Meeting of Stockholders and
until their successors have been elected and qualify. Each nominee is currently
a director of the Company. If any nominee should be unable or unwilling to
serve, which is not now contemplated, the proxy holders may, but will not be
bound to, vote for a substitute nominee.

NOMINEES FOR DIRECTORS

Richard M. Jaffee Age 65 Director since 1958
Chairman of the Board of the Company
[PHOTO]
Mr. Jaffee received a degree from the University of Wisconsin School
of Business in 1957 and earned his CPA certificate in that same year.
He worked briefly for the public accounting firm of Touche Niven et.
al. After service as an officer in the U.S. Army, he joined the
Company in 1958, becoming its president in 1960, a position he held
until 1995. He served as Chief Executive Officer of the Company from
1962 until 1997. Mr. Jaffee retired as an employee of the Company in
2001. He has served as Chairman of the Board of the Company since
1962. Mr. Jaffee is a director of Harris Bancorp, Inc. and Bankmont
Financial, subsidiaries of the Bank of Montreal, and of Gold Eagle
Corporation. He is a trustee and a member of the executive committee
of Rush-Presbyterian-St. Luke's Medical Center and the Illinois
Institute of Technology. In addition he is a trustee of the Chicago
Museum of Science and Industry and the Chicago Historical Society.

Daniel S. Jaffee Age 37 Director since 1992
President and Chief Executive Officer of the Company
[PHOTO]
Mr. Jaffee graduated from Georgetown University in 1986. Mr. Jaffee
joined the Company in 1987 after a year with Price Waterhouse. He was
a product manager in the Industrial and Agricultural divisions of the
Company until 1989. Mr. Jaffee was Group Vice President of Canadian
Operations, Management Information Systems and Finance of the Company
in 1990. In 1990 he also became Chief Financial Officer of the
Company, a position he held until 1995. From 1990 to 1992, Mr. Jaffee
was Group Vice President, Domestic and Canadian Operations of the
Company. From 1992 to 1994, Mr. Jaffee was Group Vice President
Canadian Operations and Consumer Products-Grocery of the Company. From
1994 until 1995 he was Group Vice President, Consumer Products of the
Company. Mr. Jaffee became President of the Company in 1995 and Chief
Executive Officer in 1997. He was Chief Operating Officer from 1995 to
1997. Mr. Jaffee's civic activities include the Lawndale Community
Church's track club, the Chicago Foundation for Education, and the
Anti-Cruelty Society of Chicago.

J. Steven Cole Age 67 Director since 1981
President, Cole and Associates
[PHOTO]
Mr. Cole graduated from the University of Wisconsin in 1957. After
serving as an officer in the United States Army, he received a
master's degree from the American Graduate School for International
Business following graduate studies at the University of Michigan. He
began his career at Abbott Laboratories in 1962. Later, he joined G.D.
Searle and Company, where he became Vice President of the Asian and
Canadian Divisions, a position he held until 1986. In 1986, Mr. Cole
joined A.H. Robins Company, where he was a senior vice president
responsible for all international operations until 1990. In 1990, he
became president of Cole and Associates, an international consulting
firm. In 1990 Mr. Cole also joined SAV-A-LIFE Systems, Inc., a firm
selling specialty products to the dental and medical professions,
where he served as President until 1994 and then Chairman of the Board
until 2000. Mr. Cole is also a director of Chapman's Partners, WPC
Brands and Aculux, Inc.

Arnold W. Donald Age 46 Director since 1997
Chairman and Chief Executive Officer, Merisant Company
[PHOTO]
Mr. Donald received a BA degree in economics from Carleton College in
1976, earned a BS degree in mechanical engineering from Washington
University in St. Louis in 1977, and an MBA from the University of
Chicago Graduate School of Business in 1980. Mr. Donald joined
Monsanto Company in 1977 and worked in ever more challenging and
responsible roles. In 1995 he was named President, Crop Protection; in
1997 assumed the position of Co-President, Ag Sector; and in 1998 was
named Senior Vice President. In 1999 he also assumed the position of
President, Nutrition and Consumer Sector. He served in these positions
until 2000 when he became Chairman and Chief Executive Officer of
Merisant Company, whose products include tabletop sweeteners. Mr.
Donald serves on the executive board of Washington University Eliot
Society as well as the National Advisory Council for Washington
University's School of Engineering. Mr. Donald serves on the
non-profit boards of Carleton College, Opera Theatre of St. Louis, St.
Louis Art Museum, and the St. Louis Regional Commerce and Growth
Association. Mr. Donald also serves as a board member for Carnival
Corporation; The Scotts Company; Crown, Cork, & Seal; and Belden, Inc.
He is a member of the Executive Leadership Council.

Ronald B. Gordon Age 58 Director since 1995
Chief Executive Officer, Beiersdorf North America
[PHOTO]
Mr. Gordon graduated from the University of Pennsylvania in 1964 and
received a master's degree from Columbia University in 1966. Mr.
Gordon worked in brand management and advertising management for
Procter & Gamble from 1966 to 1983. In 1983, Mr. Gordon joined
International Playtex, Inc. as Vice President and General Manager of
Playtex Family Products, U.S. He became Senior Vice President and
General Manager of U.S. and Canadian Playtex Family Products in 1985
and held that position through 1987. Mr. Gordon was Executive Vice
President of the Playtex Family Products Corporation from 1988 through
1989. During 1990, Mr. Gordon was an independent executive consultant.
Mr. Gordon joined Goody Products, Inc. in 1991 as President and Chief
Operating Officer and held that position until 1994. Mr. Gordon
founded Gordon Investment Group, a company which finances and oversees
start-up businesses, in 1994. In 1997, Mr. Gordon joined Beiersdorf,
Inc. as Chief Executive Officer of their North American operations. He
is a director of The Cosmetic, Toiletry and Fragrance Association
(CTFA) and an associate trustee of the University of Pennsylvania.

Thomas D. Kuczmarski Age 50 Director since 1999
Senior Partner and President, Kuczmarski & Associates
[PHOTO]
Mr. Kuczmarski graduated from College of the Holy Cross in 1973 and
received an M.B.A. from Columbia University's Graduate School of
Business in 1975 and a master's degree in international affairs from
Columbia University's Graduate School of International Affairs, where
he was named an International Fellow of the University. Mr. Kuczmarski
began his business career as a brand manager at Quaker Oats Company in
1976. In 1978 he joined Booz, Allen & Hamilton where he became a
Principal in 1980. In 1983 he founded Kuczmarski & Associates, a
management consulting firm specializing in innovation, new products
and services, brand management and marketing strategies. He is the
author of four books: Managing New Products, 3rd Edition (Book Ends,
2000); Values-Based Leadership: Rebuilding Employee Commitment,
Productivity and Performance (Prentice-Hall, 1995), co-authored with
Dr. Susan Smith Kuczmarski; Innovation: Leadership Strategies for the
Competitive Edge (co-published by NTC Publishing and the American
Marketing Association, 1995); and Innovating the Corporation (NTC
Publishing, 2000). He is an adjunct professor in the area of new
products and services at Northwestern University's Kellogg Graduate
School of Management and at the University of Chicago Graduate School
of Business. He is a trustee of the Chicago Children's Museum and a
member of the Economic Club of Chicago.

Joseph C. Miller Age 59 Director since 1989
Vice Chairman of the Board of the Company
Independent Consultant
[PHOTO]
Mr. Miller graduated from the West Virginia University School of
Business in 1964. After serving as an officer in the United States
Army, he joined Republic Steel Corporation in 1966. Mr. Miller served
as president of Lowes, Inc., Inland Distributing and Whiteford
Transportation Systems. He joined the Company in 1989 as Vice
President of Corporate Planning and Marketing. He served as Group Vice
President for Sales, Marketing and Distribution from 1990 to 1993. Mr.
Miller was Senior Vice President for the Consumer, Industrial &
Environmental and Transportation Groups of the Company from 1993 to
1995. He became Vice Chairman of the Board in 1995. Mr. Miller served
as an employee of the Company until 2000, when he became an
independent consultant specializing in strategic planning. Mr. Miller
is a director of Key Bank of Indiana and Travelmore, Inc. He is a
trustee and Chairman of St. Joseph Regional Medical Center.

Paul J. Miller Age 72 Director since 1975
Partner, Sonnenschein Nath & Rosenthal
[PHOTO]
Mr. Miller graduated from Yale University in 1950. He received his law
degree from Harvard Law School in 1953. Mr. Miller served as an
officer in the Judge Advocate General's Corps of the United States
Army from 1954 to 1957. He joined Sonnenschein Nath & Rosenthal,
attorneys and counsel to the Company, in 1957. He has been a partner
of the firm since 1963.

Allan H. Selig Age 67 Director since 1969
Commissioner of Major League Baseball
President and Chairman of the Board, Selig Lease Company
[PHOTO]
Mr. Selig received a bachelor's degree from the University of
Wisconsin in 1956. After two years in the United States Army, Mr.
Selig joined Selig Ford, Inc. He served as president of Selig Ford
(which became Selig Chevrolet in 1982) from 1959 until 1990. Since
1970 he has served as Chairman of the Board and President of Selig
Lease Company. Mr. Selig became President and Chief Executive Officer
of the Milwaukee Brewers Baseball Club, Inc. in 1970 and served in
that capacity until 1998 when he was elected to the position of
Commissioner of Major League Baseball. He also served as Chairman of
the Executive Council of Major League Baseball from 1992 to 1998. Mr.
Selig is a director of the Green Bay Packers and Marcus Corporation.
In addition, he is a director of the Greater Milwaukee Committee and
the Milwaukee Club and a trustee of the Boys and Girls Clubs of
Greater Milwaukee. He is a founder and Vice Chairman of Athletes for
Youth and co-founder of the Child Abuse Prevention Fund.

EXECUTIVE COMPENSATION

The following table shows, for the fiscal years ended July 31, 2001,
2000 and 1999, the compensation of the chief executive officer and the four
other most highly compensated executive officers of the Company serving as such
at July 31, 2001.

SUMMARY COMPENSATION TABLE

LONG TERM
COMPENSATION(2)
ANNUAL COMPENSATION(1) -----------------------------------
--------------------------------- RESTRICTED
NAME AND FISCAL OTHER ANNUAL STOCK OPTION ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION AWARDS AWARDS COMPENSATION
------------------ ------ -------- -------- ------------ ---------- -------- ------------

Daniel S. Jaffee.........2001 $275,000 -- -- -- -- $ 3,666(4)(3)
President and Chief 2000 275,000 $ 16,500 -- -- -- 26,925
Executive Officer 1999 245,000 80,262 -- -- 187,500 26,556

Thomas F. Cofsky.........2001 $159,167 -- -- -- -- $ 2,884(4)
Vice President of 2000 150,000 $ 4,950 -- -- 20,000 3,200
Manufacturing and 1999 124,117 30,915 -- -- 40,000 3,174
Logistics

Eugene W. Kiesel.........2001 $152,583 -- -- -- -- $ 2,706(4)
Vice President, 2000 147,167 $ 3,311 -- -- 25,000 3,200
Specialty Products Group 1999 137,333 51,871 $ 9,386(5) -- 35,000 3,200

Robert L. Vetere(6)......2001 $144,166 -- -- -- 5,000 $ 1,666(4)
Vice President,
Administration, and
General Counsel

Wade R. Bradley(6).......2001 $140,000 -- -- -- 20,000 $ 3,188(4)
Vice President, 2000 113,333 $ 18,386 -- -- 10,000 2,552
Global Consumer
Products Group

(1) Amounts shown include cash compensation earned during the year covered,
whether received or deferred at the election of the officer, including
amounts earned but deferred at the election of the officer pursuant to the
Oil-Dri Corporation of America Deferred Compensation Plan. In the fiscal
year ended July 31, 2001, $14,154, $16,194, and $11,542 were deferred by
Thomas F. Cofsky, Eugene W. Kiesel and Robert L. Vetere, respectively,
under the provisions of the Oil-Dri Corporation of America Deferred
Compensation Plan. Earnings on deferred compensation under the Plan is
described under the heading, "Remuneration of Directors."

(2) No stock appreciation rights (SARs), restricted stock or other long-term
incentive plan payouts, other than options, were granted or earned by the
executive officers in any fiscal year covered by this table.

(3) The Company provided a split dollar insurance policy on the life of Daniel
S. Jaffee. The value of the premiums paid by the Company is estimated as if
such premiums were advanced to Mr. Jaffee without interest for the
actuarially determined period between the Company's payment of the premium
and its refund to the Company. No premiums were paid in the fiscal year
ended July 31, 2001.

(4) Represents payments by the Company on behalf of these executive officers to
a defined contribution plan.

(5) Mr. Kiesel was reimbursed for relocation expenses and the associated taxes
for $8,685 in the fiscal year ended July 31, 1999.

(6) Mr. Bradley became an executive officer during the fiscal year ended July
31, 2000. Mr. Vetere became an executive officer during the fiscal year
ended July 31, 2001.

STOCK OPTIONS

Shown in the tables below is information with respect to (i) options to
purchase the Company's Stock (as defined below in Note (2)) granted in the
fiscal year ended July 31, 2001 to the executive officers named in the "Summary
Compensation Table" ("Named Officers") and (ii) unexercised options to purchase
the Company's Common Stock or Stock as defined in Note (2) which were held as of
July 31, 2001 by the Named Officers. No options were exercised by any of the
Named Officers during the 2001 fiscal year.

2001 OPTION GRANTS(1)

POTENTIAL REALIZED
VALUE AT ASSUMED
NUMBER OF % OF TOTAL ANNUAL RATES OF
SHARES OPTIONS APPRECIATION FOR
UNDERLYING GRANTED OPTION TERM(4)
OPTIONS TO EMPLOYEES EXERCISE EXPIRATION ------------------
NAME GRANTED(2)(3) IN FISCAL YEAR PRICE($) DATE 5%($) 10%($)
---- ------------- -------------- -------- ---------- -------- --------

Daniel S. Jaffee................ -- -- -- -- -- --
Thomas F. Cofsky................ -- -- -- -- -- --
Eugene W. Kiesel................ -- -- -- -- -- --
Robert L. Vetere................ 5,000 2.80 9.5625 9/19/2010 $ 30,069 $ 76,201
Wade R. Bradley................. 20,000 11.20 9.5625 9/19/2010 $120,276 $304,803

(1) No stock appreciation rights (SARs) were granted in the fiscal year
covered by this table.

(2) All options to purchase the Company's Stock granted in the fiscal year
ended July 31, 2001 were issued under the terms of the Oil-Dri
Corporation of America 1995 Long Term Incentive Plan. "Stock" as
defined in the Plan means Class A Common Stock, except that if no Class
A Common Stock is issued and publicly traded on any securities market
when options are exercised, the shares awarded would be Common Stock
and, with respect to any Award made in Class B Stock to a member of the
Jaffee Family who is an employee of the Company or one of its
subsidiaries that is more than 50% owned by the Company, Class B Stock.
As of the date of this Proxy Statement, no shares of Class A Common
Stock had been issued.

(3) The Company's option plans are administered by the Stock Option
Committee of the Board of Directors. All options granted in the fiscal
year ended July 31, 2001 have an exercise price equal to the fair
market value on the date of grant and vest over a five year period with
25% vesting on the second anniversary of the grant date and 25% vesting
on each of the three anniversary dates thereafter. The Company granted
options to purchase an aggregate of 178,000 shares of Stock to
employees in fiscal 2001.

(4) Potential gains are net of exercise price, but before any taxes that
may be associated with exercise. These amounts represent certain
assumed rates of appreciation only, based on the Securities and
Exchange Commission's rules. Actual gains, if any, on stock option
exercises are dependent on the future performance of the Common Stock,
overall market conditions, and the option holders' continued employment
through the term of the option. The amounts reflected in this table may
not necessarily be achieved.

OPTION FISCAL YEAR END VALUE TABLE

VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED IN-THE-MONEY
OPTIONS AT FY-END OPTIONS AT FY-END($)(2)
------------------------------ ----------------------------------
NAME(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
------- ----------- ------------- ----------- -------------

Daniel S. Jaffee................ 37,500 0(3) $ 0 $ 0
46,875 140,625(4) 0 0

Thomas F. Cofsky................ 7,500 0(3) 0 0
10,000 50,000(4) 0 0

Eugene W. Kiesel................ 8,750 51,250(4) 0 0

Robert L. Vetere................ 2,500 22,500(4) 0 0

Wade R. Bradley................. 8,000 42,000(4) 0 0

(1) No stock appreciation rights (SARs) were exercised in the fiscal year
covered by this table or outstanding at July 31, 2001.

(2) The closing price of a share of Common Stock on July 31, 2001 was
$8.00.

(3) Options to purchase shares of Common Stock of the Company.

(4) Options to purchase shares of Stock as defined by the terms of the 1995
Long Term Incentive Plan; see Note (2) under the preceding table "2001
Option Grants". The options granted to Mr. Daniel S. Jaffee and Mr.
Thomas F. Cofsky relate to Class B Stock.

PENSION PLANS

The Company's pension plan covering salaried employees is a
non-contributory, qualified, defined benefit plan. The plan provides for
pensions based on credited years of service and cash compensation (excluding
compensation paid under the Company's Incentive Bonus Plan) during the highest
paid consecutive five years during the last ten years of employment. The
following table presents estimated annual retirement benefits payable upon
normal retirement at age 65 and is computed on the basis of a 5-year certain and
life annuity. The benefits listed are not subject to a deduction for social
security or other offset amounts.

ESTIMATED ANNUAL BENEFITS AT YEARS OF SERVICE INDICATED
HIGHEST CONSECUTIVE 5-YEAR --------------------------------------------------------------
AVERAGE COMPENSATION 15 YRS 20 YRS 25 YRS 30 YRS 35 YRS 40 YRS
-------------------------- ------- ------- ------- ------- ------- -------

$125,000 $17,600 $23,400 $29,300 $35,100 $35,100 $35,700
150,000 21,700 28,900 36,100 43,400 43,400 44,800
175,000 25,800 34,400 43,000 51,600 51,600 53,900
200,000 29,900 39,900 49,900 59,900 59,900 63,000
225,000 34,100 45,400 56,800 68,100 68,100 72,100
250,000 38,200 50,900 63,600 76,400 76,400 81,200
300,000 46,400 61,900 77,400 92,900 92,900 99,400

The individuals named in the Summary Compensation Table are
participants in the Company's pension plan and had compensation as defined in
the pension plan for the fiscal year ended July 31, 2001 and number of years of
service as of August 1, 2001 under the pension plan as follows: Daniel S.
Jaffee, $170,000, 13 years; Thomas F. Cofsky, $146,013, 14 years; Eugene W.
Kiesel, $137,390, 3 years; Robert L. Vetere, $132,625, 2 years; Wade R. Bradley,
$155,000, 11 years. Mr. Daniel S. Jaffee is currently limited to $170,000
because of applicable Internal Revenue Code limitations which became effective
for the Company's pension plan on August 1, 1994. The Company does not have a
supplemental executive retirement program.

REMUNERATION OF DIRECTORS

Each director of the Company who is not also an officer of the Company
receives an annual retainer of $10,000 and also receives a fee of $2,000 for
each meeting attended in person and $1,000 for each meeting attended by
telephone, except that Mr. Richard M. Jaffee, a retired officer of the Company,
did not receive an annual retainer or any meeting fees.

Mr. Allan H. Selig and Mr. J. Steven Cole each received an additional
retainer of $2,500 as compensation for their roles as chairman of the
Compensation Committee and the Audit Committee, respectively.

In addition to their director remuneration, during the fiscal year
ended July 31, 2001, Mr. Ronald B. Gordon and Mr. Joseph C. Miller were each
paid $10,000 for consulting services.

Mr. Richard M. Jaffee relinquished an immediate lump sum payment of
$300,000 due to him from the Company at his retirement as a full-time employee
of the Company on January 31, 2001 and agreed to serve as a consultant to the
Company for a period of five years at an annual fee of $185,000. During the
fiscal year ended July 31, 2001, Mr. Jaffee was paid $92,500 for his services as
a consultant under this agreement. In addition, Mr. Jaffee earns during the
consulting period an annuity payable to him as a benefit of $3,810 monthly at
the end of the consulting period, with payment at his death of the remaining
value of this annuity to his wife, or if she should predecease him, to his
designee or estate.

The Company provides split dollar joint survivorship life insurance
policies in the aggregate amount of $10,000,000 on the lives of Richard M.
Jaffee and his wife, with payment to be made on the death of the last to
survive. The premiums paid by the Company on the policies are charged to an open
account established by the Company. No interest accrues on the balance of the
open account. On the death of the last surviving insured, the estate of the
deceased is obligated to pay the balance of the deceased's open account in full.
The value of the premiums paid by the Company is estimated as if such premiums
were advanced to Mr. Jaffee with interest for the actuarially determined period
between the Company's payment of the premium and its refund to the Company; such
value for the fiscal year ended July 31, 2001, was $61,304. The estimated
economic benefit for fiscal year 2001 of an agreement between the Company and
Mr. Jaffee to pay Mr. Jaffee a monthly annuity of $3,810 which will commence
February 1, 2006 pursuant to his current consulting agreement with the Company,
was $30,625.

Under the Oil-Dri Corporation of America Deferred Compensation Plan,
the Company's directors were entitled to defer all or a portion of their
directors' compensation with a return equal to one percent more than the
Company's long term cost of borrowing.

On December 4, 2000, the Board of Directors awarded Messrs. Paul J.
Miller, Donald, Selig, Cole, Gordon and Kuczmarski an option on 10,000 shares of
Common Stock. Mr. Joseph C. Miller was awarded an option on 20,000 shares of
Common Stock. The option price of $8.00 was the closing market price on that
date. These options fully vest after one year.

There are 40,000 shares of Common Stock reserved from Treasury shares
for future grants under the Oil-Dri Corporation of America Outside Directors'
Stock Plan.

REPORT OF THE COMPENSATION COMMITTEE
AND THE
STOCK OPTION COMMITTEE
OF
OIL-DRI CORPORATION OF AMERICA
ON
EXECUTIVE COMPENSATION

COMPENSATION POLICY

Oil-Dri's compensation policy is to provide its executive officers and
other salaried employees with compensation opportunities competitive with
comparable size companies, reflecting annual incentive opportunities
commensurate with Company performance and level of responsibility, while
allowing for recognition of divisional and individual performance. In
determining the marketplace, Oil-Dri refers to salary surveys prepared and
published by several large consulting firms. The companies represented in the
surveys, which participate on a voluntary basis, are not the same group as that
included in the Peer Group on the Performance Graph. On occasion the Company
also uses the services of outside consultants. Using these sources, the Company
sets its compensation policy to reflect the median of the marketplace. Further
aligning compensation with overall Company performance, Oil-Dri makes periodic
awards of stock options and restricted stock to key management officers and
employees. This policy, the components of compensation which implement it, and
its administration, continued in fiscal 2001, except that the incentive bonus
component was modified for that year as reflected in ADMINISTRATION OF THE
COMPENSATION PROGRAM below.

At present compensation levels, and given the performance based nature
of the Company's Stock Option Plan, limitations on federal income tax
deductibility of a top officer's compensation in excess of $1,000,000 have no
impact. In general, the Company favors the preservation of tax deductibility,
but reserves the right to reconsider this position.

COMPENSATION COMPONENTS

Cash compensation for non-sales employees has two components, base
salary and annual incentive bonus. (Sales employees generally have a third
component - bonus related to sales objective.) Each fiscal year management makes
recommendations to the Compensation Committee regarding the corporate and
divisional targets and individual objectives that will be components of the
annual incentive bonus, and their relative weighting. The components and their
weighting may vary from year to year and also may vary among different groups of
employees. All salaried employees (including the executive officers) then
receive an incentive bonus at fiscal year end that is dependent upon performance
as measured against the targets set for each individual. No individual bonus of
more than 200% of individual target bonus can be paid. The Company has a number
of salary grades reflecting differing levels of responsibility. For each salary
grade, a minimum and maximum salary range is established based on a survey of
comparable-sized companies. Incentive compensation is a target bonus equal to a
percentage of the individual's annual base salary. This percentage is determined
by the salary grade which reflects the level of responsibility and expected
contribution of the position to the Company's financial results. For the
individual's target to be fully achieved, Oil-Dri must meet projected overall
corporate financial goals which are reviewed by the Compensation Committee.
Minimum and maximum payouts are set in relation to the achievement of these
goals. For salaried non-exempt employees, if the Company meets its minimum
corporate performance targets and any bonus is paid based on corporate
performance, a corporate incentive bonus equal to the full target bonus is paid
to each salaried non-exempt employee.

The annual incentive plan is designed to require communication to
employees of expectations for Company performance and for potential individual
rewards, so as to link Company performance and total annual pay. It provides for
broad based participation, so that each salaried employee recognizes that he or
she can contribute to the Company's success.

ADMINISTRATION OF THE COMPENSATION PROGRAM

During the year there is a review of employee performance and progress.
At least once a year employee performance is documented and plans for employee
development are discussed. At that review the employee's salary is reviewed and,
based on the position of the salary within the salary range and the performance
of the individual, a base salary change may, but will not necessarily, be
recommended. On the basis of that review, any adjustment to reflect the
employee's performance for incentive bonus is also determined.

The Compensation Committee reviews and generally oversees the Company's
compensation program. The Company reviews with the Compensation Committee the
prior year's salary results for the various base salary ranges and incentive
bonus targets, and reviews the base salary ranges and the target bonus
percentages for the coming year. In reviewing target bonus percentages for the
coming fiscal year the Company presents its earnings expectations for that year.
Company recommendations for stock option grants and restricted stock grants to
be made from time to time are reviewed with, and approved by, the Company's
Stock Option Committee.

In fiscal 2001 the Company had recommended, and the Compensation
Committee had approved, a pre-tax target income and a corporate sales target
with a requirement for attainment of certain minimums before any incentive bonus
could be paid. The Company's fiscal 2001 performance fell below the targets,
therefore no bonus was paid.

For fiscal 2002, the Committee approved management's recommendation
that the incentive bonus be determined solely on the basis of pre-tax income.
There will be no corporate sales, divisional targets or individual objectives
(MBOs) components of the bonus.

1995 LONG-TERM INCENTIVE PLAN

During fiscal 2001, additional stock option grants were made under the
Company's 1995 Long-Term Incentive Plan by the Stock Option Committee.

COMPENSATION OF PRESIDENT AND CHIEF EXECUTIVE OFFICER; CHAIRMAN

At its September 2000 meeting, the Committee had reviewed and set
fiscal 2001 compensation for Mr. Daniel S. Jaffee at the same level as fiscal
2000, a salary of $275,000, with continued participation in the Incentive Bonus
Plan. In doing so it considered his performance and achievements as President
and Chief Executive Officer during fiscal 2000. At its September 2001 meeting
the Committee approved management's proposal that Mr. Jaffee's compensation be
kept at that level for fiscal 2002.

In setting the Chairman, Mr. Richard M. Jaffee's, compensation for
fiscal 2001, the Committee had considered the Chairman's efforts and performance
in relation to the Company's strategic and financial goals during fiscal 2000
and had determined that his base salary would remain at $275,000 and he should
continue to not participate in the Incentive Bonus Program. Mr. Jaffee retired
from active employment with the Company effective January 31, 2001.

The Committee on October 31, 2000, approved an amendment to an
agreement dated August 1, 1989, between the Company and Mr. Richard M. Jaffee.
The terms of this amendment are summarized under "Remuneration of Directors."

COMPENSATION COMMITTEE AND
STOCK OPTION COMMITTEE

Allan H. Selig, Chairman, Compensation
Committee and Stock Option Committee

J. Steven Cole
Ronald B. Gordon
Paul J. Miller*

-----------
*Mr. Miller is an alternate member of the
Compensation and Stock Option Committees,
serving on those committees only in the
absence of one of the other members, but as
such, does not participate in '95 Plan
actions involving directors, executive
officers or 10% stockholders.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Mr. Paul Miller, a director of the Company and an alternate member of
the Compensation and Stock Option Committees, is a partner of Sonnenschein Nath
& Rosenthal, counsel to the Company. Mr. Miller does not participate in Stock
Option Committee actions involving employees subject to Section 16(b) of the
Securities Exchange Act of 1934.

REPORT OF THE AUDIT COMMITTEE
OF
OIL-DRI CORPORATION OF AMERICA

The Audit Committee consists of the following members of the Board of
Directors: J. Steven Cole (Chairman), Allan H. Selig, and Ronald B. Gordon. Each
meets the independence standards prescribed by the New York Stock Exchange and
the Board has determined that Mr. Cole meets the accounting or related financial
management expertise standard required by the Exchange.

At its meeting on September 21, 2001 the Committee discussed the
audited financial statements for fiscal year 2001 with management, including the
Company's chief financial officer, and with the Company's independent
accountants. In those discussions the Committee reviewed with the independent
auditors, to the extent applicable, the matters required to be discussed by
Statements on Auditing Standards No. 61 (Communications with Audit Committees)
and relevant new Financial Accounting Standards affecting the audited financial
statement. The Committee also reviewed and discussed with the independent
accountants their independence from the Company and management and received from
the accountants the written statement required by Independence Standards Board
Standard No. 1 (Independence Discussions with Audit Committees). The independent
accountants advised the Committee that their audit included procedures designed
to provide reasonable assurance for detection of illegal acts that would have a
direct and material effect on the determination of financial statement amounts
and procedures designed to identify related party transactions that are material
to the financial statements or otherwise require disclosure in those statements.
It received a report on pending litigation and legal matters from the Company's
general counsel. The Committee also discussed with management and the
independent auditors their comments on the state of the company's internal
controls and compliance with those controls. It met separately with the
independent accountants and with management, including the chief financial
officer, to discuss their views of the conduct of the audit and any problems
encountered.

Based on the foregoing, the Committee recommended to the Board of
Directors that the audited financial statements for fiscal year 2001 be included
in the Company's Annual Report on form 10-K.

The Committee reviewed and discussed a draft of the Company's proposed
year-end news release, and was advised that drafts of the Company's Report on
Form 10-K (which, with a cover letter from the President will constitute the
Annual Report for fiscal 2001) and of the Proxy Statement would be furnished for
the Committee's review and comment. The Committee also reviewed the Audit
Committee Charter and determined that it should remain unchanged.

At their meeting on October 12, 2001, the Committee recommended that
the Board select Blackman Kallick Bartelstein as the Company's independent
auditors for fiscal year 2002.

AUDIT COMMITTEE

J. Steven Cole, Chairman
Allan H. Selig
Ronald B. Gordon

AUDITOR FEES

AUDIT FEES

The aggregate fees, including expenses reimbursed, billed by Blackman
Kallick Bartelstein (the "Auditors") for professional services rendered for the
audit of the Company's annual financial statements for the fiscal year ended
July 31, 2001 and for the reviews of the financial statements included in the
Company's quarterly reports on Form 10-Q for that fiscal year were $183,000.

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES

The Auditors did not render any services relating to financial
information systems design and implementation for the fiscal year ended July 31,
2001.

ALL OTHER FEES

The aggregate fees, including expenses reimbursed, billed by the
Auditors for services rendered to the Company, other than the services described
above under "Audit Fees" and "Financial Information Systems Design and
Implementation Fees", for the fiscal year ended July 31, 2001 were $148,000.

The Audit Committee has considered whether the provision of non-audit
services is compatible with maintaining the Auditor's independence.

PERFORMANCE GRAPH

Set forth below is a line graph comparing the yearly cumulative total
shareholders' return on the Company's Common Stock against the yearly cumulative
total return of the Russell 2000 and the Russell 2000 Materials and Processing
Economic Sector Index (Peer Group). The graph assumes that the value of the
investment in the Company's Common Stock, the Russell 2000 Index and the Russell
2000 Materials and Processing Economic Sector Index was $100 on July 31, 1996
and that all dividends were reinvested.

COMPARATIVE FIVE-YEAR TOTAL RETURNS
OIL-DRI CORPORATION OF AMERICA

[PERFORMANCE GRAPH]

1996 1997 1998 1999 2000 2001
-------- -------- -------- -------- -------- --------

ODC $ 100.00 $ 125.93 $ 100.43 $ 121.53 $ 61.81 $ 64.63
-------- -------- -------- -------- -------- --------
RUSSELL 2000 $ 100.00 $ 133.39 $ 136.47 $ 146.59 $ 166.77 $ 163.92
-------- -------- -------- -------- -------- --------
MATERIALS & PROCESSING $ 100.00 $ 128.94 $ 121.65 $ 111.43 $ 101.97 $ 110.85
-------- -------- -------- -------- -------- --------

OTHER INFORMATION

INDEPENDENT PUBLIC ACCOUNTANTS

The Company has selected Blackman Kallick Bartelstein as its
independent public accountants for the current fiscal year. Blackman Kallick
Bartelstein served in such capacity for the fiscal year ended July 31, 2001.
Representatives of Blackman Kallick Bartelstein will be present at the Annual
Meeting with an opportunity to make a statement if they so desire and to answer
questions that any stockholder may have.

ANNUAL REPORT ON FORM 10-K

This Proxy Statement does not include information regarding executive
officers called for by Item 401(b) of Regulation S-K because such information is
furnished in the Company's Annual Report on Form 10-K for the fiscal year ended
July 31, 2001, and such information is incorporated herein by reference thereto.
The Company's Annual Report on Form 10-K was filed with the Securities and
Exchange Commission on October 26, 2001. A COPY OF THE COMPANY'S 2001 ANNUAL
REPORT TO THE SECURITIES AND EXCHANGE COMMISSION ON FORM 10-K IS BEING SENT TO
EACH STOCKHOLDER ALONG WITH THIS PROXY STATEMENT.

STOCKHOLDER PROPOSALS

Stockholder proposals for inclusion in proxy material for the 2002
Annual Meeting of Stockholders should be addressed to the Office of Stockholder
Relations, Oil-Dri Corporation of America, 410 North Michigan Avenue, Suite 400,
Chicago, Illinois 60611, and must be received by July 5, 2002. In the case of
other stockholder proposals not included in the Company's proxy material, the
Company may generally exercise discretionary voting authority, conferred by
proxies, at its 2002 Annual Meeting with respect to any such proposal that is
not timely submitted (i.e., of which the Company did not have notice by
September 17, 2002). If such notice is given by September 17, 2002, generally
the Company may exercise discretionary authority as to proposals covered by the
notice if the Company includes in its proxy statement for the Annual Meeting
advice on the nature of the proposal and how the Company intends to exercise its
discretion.

2. OTHER MATTERS

At this time, the Board of Directors is not aware of any matters not
referred to herein which might be presented for action at the meeting. However,
if any other business should come before the meeting, votes may be cast in
respect to such matters in accordance with the best judgment of the person or
persons acting under the proxies.

By Order of the Board of Directors

/s/ RICHARD M. JAFFEE

RICHARD M. JAFFEE
Chairman of the Board

Chicago, Illinois
November 2, 2001

PROXY PROXY

OIL-DRI CORPORATION OF AMERICA
410 NORTH MICHIGAN AVENUE, CHICAGO, ILLINOIS 60611
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Richard M. Jaffee, Daniel S. Jaffee and Robert
L. Vetere as Proxies, each with the power to appoint his substitute (the action
of one, if only one be present and acting, to be in any event controlling), and
hereby authorizes them to represent and to vote, as designated below, all of the
shares of Common Stock and Class B Stock of Oil-Dri Corporation of America held
of record by the undersigned at the close of business on October 26, 2001, at
the annual meeting of stockholders to be held on December 4, 2001 or any
adjournment thereof.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED STOCKHOLDER. EXCEPT AS OTHERWISE DIRECTED, THIS PROXY WILL BE
VOTED FOR ALL NOMINEES LISTED IN PROPOSAL 1.

PLEASE MARK, SIGN, DATE AND MAIL THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.

(Continued and to be signed on reverse side.)

IMPORTANT NOTICE
MULTIPLE COPIES OF MAILINGS

To Our Shareholders:

If your household is receiving multiple copies of our shareholder information
statements, such as proxy statements and annual reports, we ask that you check
the box "Stop Multiple Mailings" on the reverse of this card. This will allow us
to save money by reducing the number of documents we must print and mail, and
will help protect the environment as well.

By checking this box, you are consenting to our mailing of proxy statements,
annual reports and other shareholder information only to the one account in your
household for which the box was not checked. We will continue to separately mail
a proxy card for each registered shareholder account. Your consent will be
perpetual unless you revoke it, which you may do at any time by calling us at
877-360-5346 (toll free), or writing us at Computershare Investor Services,
Attn: Proxy Unit, P.O. Box 1878, Chicago, IL 60690-1878. If you revoke your
consent, we will begin sending you individual copies of these documents within
30 days after we receive your revocation notice.

WE ENCOURAGE YOU TO PARTICIPATE IN THIS PROGRAM BY CHECKING THE "STOP MULTIPLE
MAILINGS" BOX ON THE PROXY CARD, FOR ALL BUT ONE OF YOUR SHAREHOLDER ACCOUNTS.

+ OIL-DRI CORPORATION OF AMERICA
DECEMBER 4, 2001 [ ]
0072VB
--------------------------------------------------------------------------------

[ ] Mark this box with an X if you have made changes to your name or address
below.

-----
A1011
-----

===========================================================================================================================
PROXY CARD
===========================================================================================================================
Please mark vote in box in the following manner using dark ink only. X
-----------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE LISTED NOMINEES.
-----------------------------------------------------------------------
1. ELECTION OF DIRECTORS: NOMINEES: For Withhold 2. In their discretion, the Proxies are
authorized to vote upon such other
business as may properly come before the
meeting.

01 - J. Steven Cole [ ] [ ]

02 - Arnold W. Donald [ ] [ ]

03 - Ronald B. Gordon [ ] [ ] Please check the box if you are planning
to attend the meeting. [ ]

04 - Daniel S. Jaffee [ ] [ ]

05 - Richard M. Jaffee [ ] [ ] CHECK HERE TO STOP MULTIPLE MAILINGS
Please stop mailing of shareholder [ ]
06 - Thomas D. Kuczmarski [ ] [ ] publications for this account, since
multiple copies come to our household at
07 - Joseph C. Miller [ ] [ ] this address.

08 - Paul J. Miller [ ] [ ]

09 - Allan H. Selig [ ] [ ]

YOUR VOTE IS IMPORTANT!

PLEASE MARK, SIGN, DATE AND MAIL THE PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.

Please sign exactly as name appears on this side of the proxy. When shares are
held by joint tenants, both should sign. When signing as attorney,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by President or other authorized
officer. If a partnership, please sign in partnership name by an authorized
person.

Signature Signature Date
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