8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) June 5, 2008

Oil-Dri Corporation of America

(Exact name of registrant as specified in its charter)

Delaware	0-8675	36-2048898
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

410 North Michigan Avenue Suite 400 Chicago, Illinois	60611-4213
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code       (312) 321-1515

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

On June 5, 2008, Oil-Dri Corporation of America (the “Registrant”) issued a press release announcing its results of operations for its third quarter and nine-month period ended April 30, 2008. A copy of the press release is attached as Exhibit 99.1 and the information contained therein is incorporated herein by reference. The information contained in this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), and it shall not be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit
Number	Description of Exhibits
99.1	Press Release of the Registrant dated June 5, 2008

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

OIL-DRI CORPORATION OF AMERICA
By:	/s/       Charles P. Brissman
	Charles P. Brissman
	Vice President and General Counsel

Date: June 5, 2008

Exhibit Index

Exhibit
Number	Description of Exhibits
99.1	Press Release of the Registrant dated June 5, 2008

EX-99.1

Exhibit 99.1

   News Release

Release: Immediate	Contact:	Ronda J. Williams
		312-706-3232

Oil-Dri Announces Record Net Sales for the Third Quarter

and Nine-Month Period Ended April 30, 2008

CHICAGO - (June 5, 2008) - Oil-Dri Corporation of America (NYSE: ODC) today announced that higher unit shipments and price increases contributed to record net sales for the third quarter and nine months ended April 30, 2008, while significantly higher costs negatively impacted net income for the quarter.

The Company reported record net sales of $59,543,000 for its third fiscal quarter, a 12% increase compared with net sales of $52,956,000 in the same quarter one year ago. The Company reported net income for the quarter of $2,013,000 or $0.28 per diluted share, compared with net income of $1,999,000, or $0.28 per diluted share, one year ago.

The Company reported record net sales for its nine-month period of $172,854,000, a 9% increase compared with net sales of $157,958,000 in the same period one year ago. Net income for the nine-month period was $6,586,000, or $0.91 per diluted share, a 14% increase compared with net income of $5,609,000, or $0.80 per diluted share, in the same period last fiscal year.

Third Quarter Review

President and Chief Executive Officer Daniel S. Jaffee said, “While net sales in the quarter were up 12%, our net income was flat due to significant increases in our cost of goods. Specifically, rising costs of fuel, packaging materials and transportation outpaced our ability to raise prices.

- continued -

“We experienced a reduction in gross profit margin from 19.6% in the second quarter to 18.6% in the third quarter.

“Our business is healthy as we are selling more product units overall and experiencing distribution growth in both reporting segments. We are optimistic that we are on the right path to recoup margins through product mix, price increases and cost reduction initiatives.”

Business Review

Net sales for the Company’s Retail and Wholesale Products Group were $39,221,000 and group income was $3,183,000 in the third quarter. Net sales for the nine-month period were $117,052,000 and group income was $11,416,000. Net sales and unit volume growth were primarily driven by private label cat litter. Oil-Dri industrial and automotive products were down in net sales and unit volume. Significant cost increases in freight outpaced the Group’s ability to raise prices. Previously announced price increases for all classes of trade for both coarse and scoopable cat litters will be implemented in August 2008.

Net sales for the Company’s Business-to-Business Products Group were $20,322,000 and group income was $3,904,000 in the third quarter. Net sales for the nine-month period were $55,802,000 and group income was $11,561,000. Net sales and unit volume were up for bleaching clays and animal health and nutrition products. Net sales were flat for agricultural carriers and down in units sold. Sports turf products experienced net sales and unit volume declines in the quarter.

- continued -

Financial Review

On March 13, 2008, Oil-Dri’s Board of Directors declared quarterly cash dividends of $0.13 per share of outstanding Common Stock and $0.0975 per share of outstanding Class B Stock. The dividends will be payable on June 6, 2008, to stockholders of record at the close of business on May 23, 2008. At the April 30, 2008 closing price of $17.60 and assuming cash dividends continue at the same rate, the annual yield on the Company’s Common Stock is 3.0%.

Cash, cash equivalents and short-term investments totaled $27,100,000 at April 30, 2008. Capital expenditures for the nine-month period totaled $4,352,000, which was $1,244,000 less than the depreciation and amortization of $5,596,000.

Looking Forward

Jaffee said, “We are working to recoup reduced margins from this fiscal year by focusing more on sales of higher margin products and raising prices. In this volatile economic environment where fuel and other costs are continuing to rise, we are not anticipating reductions in our cost of goods through the fourth quarter.”

###

The Company will offer a live webcast of the third quarter earnings teleconference on Friday, June 6, 2008, from 10:00 - 10:30 AM CT. To listen to the call via the web, please visit www.streetevents.com or www.oildri.com. An archived recording of the call and written transcripts of all teleconferences are posted on the Oil-Dri website.

Oil-Dri Corporation of America is a leading supplier of specialty sorbent products for agricultural, horticultural, fluids purification, specialty markets, industrial and automotive, and is the world’s largest manufacturer of cat litter.

Certain statements in this press release may contain forward-looking statements that are based on our current expectations, estimates, forecasts and projections about our future performance, our business, our beliefs, and our management’s assumptions. In addition, we, or others on our behalf, may make forward-looking statements in other press releases or written statements, or in our communications and discussions with investors and analysts in the normal course of business through meetings, webcasts, phone calls, and conference calls. Words such as “expect,” “outlook,” “forecast,” “would”, “could,” “should,” “project,” “intend,” “plan,” “continue,” “believe,” “seek,” “estimate,” “anticipate,” “believe”, “may,” “assume,” variations of such words and similar expressions are intended to identify such forward-looking statements, which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.

Such statements are subject to certain risks, uncertainties and assumptions that could cause actual results to differ materially including, but not limited to, the dependence of our future growth and financial performance on successful new product introductions, intense competition in our markets, volatility of our quarterly results, risks associated with acquisitions, our dependence on a limited number of customers for a large portion of our net sales and other risks, uncertainties and assumptions that are described in Item 1A (Risk Factors) of our most recent Annual Report on Form 10-K and other reports we file with the Securities and Exchange Commission. Should one or more of these or other risks or uncertainties materialize, or should underlying assumptions prove incorrect, our actual results may vary materially from those anticipated, intended, expected, believed, estimated, projected or planned. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Except to the extent required by law, we do not have any intention or obligation to update publicly any forward-looking statements after the distribution of this press release, whether as a result of new information, future events, changes in assumptions, or otherwise.

OIL - DRI CORPORATION OF AMERICA

Consolidated Statements of Income

(in thousands, except for per share amounts)

(unaudited)

	Third Quarter Ended April 30,
	2008			% of Sales			2007			% of Sales
Net Sales	$	59,543			100.0	%	$	52,956			100.0	%
Cost of Sales		(48,486	)		81.4	%		(41,417	)		78.2	%
Gross Profit		11,057			18.6	%		11,539			21.8	%
Operating Expenses		(8,236	)		13.8	%		(8,515	)		16.1	%
Operating Income		2,821			4.7	%		3,024			5.7	%
Interest Expense		(552	)		0.9	%		(593	)		1.1	%
Other Income		445			0.7	%		541			1.0	%
Income Before Income Taxes		2,714			4.6	%		2,972			5.6	%
Income Taxes		(701	)		1.2	%		(973	)		1.8	%
Net Income	$	2,013			3.4	%	$	1,999			3.8	%
Net Income Per Share:
Basic Common	$	0.30					$	0.32
Basic Class B Common	$	0.25					$	0.24
Diluted	$	0.28					$	0.28
Average Shares Outstanding:
Basic Common		5,092						4,925
Basic Class B Common		1,862						1,822
Diluted		7,223						7,043
	Nine Months Ended April 30,
		2008			% of Sales			2007			% of Sales
Net Sales	$	172,854			100.0	%	$	157,958			100.0	%
Cost of Sales		(138,019	)		79.8	%		(124,259	)		78.7	%
Gross Profit		34,835			20.2	%		33,699			21.3	%
Operating Expenses		(25,347	)		14.7	%		(25,327	)		16.0	%
Operating Income		9,488			5.5	%		8,372			5.3	%
Interest Expense		(1,696	)		1.0	%		(1,851	)		1.2	%
Other Income		1,230			0.7	%		1,379			0.9	%
Income Before Income Taxes		9,022			5.2	%		7,900			5.0	%
Income Taxes		(2,436	)		1.4	%		(2,291	)		1.5	%
Net Income	$	6,586			3.8	%	$	5,609			3.6	%
Net Income Per Share:
Basic Common	$	1.01					$	0.90
Basic Class B Common	$	0.81					$	0.66
Diluted	$	0.91					$	0.80
Average Shares Outstanding:
Basic Common		5,052						4,882
Basic Class B Common		1,852						1,814
Diluted		7,206						6,980

OIL - DRI CORPORATION OF AMERICA

Consolidated Balance Sheets

(in thousands, except for per share amounts)

(unaudited)

		As of April 30,
		2008		2007
Current Assets
Cash and Cash Equivalents		$	8,165	$	10,061
Investment in Treasury Securities			18,935		14,800
Accounts Receivable, net			31,109		27,362
Inventories			16,941		14,724
Prepaid Expenses			5,873		6,602
Total Current Assets			81,023		73,549
Property, Plant and Equipment			50,334		52,171
Other Assets			13,181		12,826
Total Assets		$	144,538	$	138,546
Current Liabilities
Current Maturities of Notes Payable		$	5,580	$	4,080
Accounts Payable			7,451		5,309
Dividends Payable			846		763
Accrued Expenses			15,078		15,557
Total Current Liabilities			28,955		25,709
Long-Term Liabilities
Notes Payable			21,500		27,080
Other Noncurrent Liabilities			7,598		8,234
Total Long-Term Liabilities			29,098		35,314
Stockholders' Equity			86,485		77,523
Total Liabilities and Stockholders' Equity		$	144,538	$	138,546
Book Value Per Share Outstanding		$	12.53	$	11.58
Acquisitions of Property, Plant and Equipment	Third Quarter	$	524	$	2,518
	Year to Date	$	4,352	$	6,616
Depreciation and Amortization Charges	Third Quarter	$	1,861	$	1,875
	Year to Date	$	5,596	$	5,547

OIL - DRI CORPORATION OF AMERICA

Consolidated Statements of Cash Flows

(in thousands)

(unaudited)

	For the Nine Months Ended
	April 30,
	2008			2007
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income	$	6,586		$	5,609
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and Amortization		5,596			5,547
(Increase) in Accounts Receivable		(3,285	)		(1,536	)
(Increase) Decrease in Inventories		(1,704	)		973
Increase (Decrease) in Accounts Payable		1,431			(1,783	)
(Decrease) Increase in Accrued Expenses		(1,233	)		874
Other		(1,268	)		428
Total Adjustments		(463	)		4,503
Net Cash Provided by Operating Activities		6,123			10,112
CASH FLOWS FROM INVESTING ACTIVITIES
Capital Expenditures		(4,352	)		(6,616	)
Net (Purchases) Dispositions of Investment Securities		(440	)		5,120
Other		43			53
Net Cash Used in Investing Activities		(4,749	)		(1,443	)
CASH FLOWS FROM FINANCING ACTIVITIES
Principal payments on Long-Term Debt		(4,080	)		(4,080	)
Dividends Paid		(2,528	)		(2,271	)
Purchase of Treasury Stock		(20	)		(12	)
Other		1,397			1,314
Net Cash Used in Financing Activities		(5,231	)		(5,049	)
Effect of exchange rate changes on cash and cash equivalents		(111	)		(166	)
Net (Decrease) Increase in Cash and Cash Equivalents		(3,968	)		3,454
Cash and Cash Equivalents, Beginning of Year		12,133			6,607
Cash and Cash Equivalents, April 30	$	8,165		$	10,061