Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
COFSKY THOMAS F
  2. Issuer Name and Ticker or Trading Symbol
OIL DRI CORPORATION OF AMERICA [ODC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Vice President
(Last)
(First)
(Middle)
410 N. MICHIGAN AVE., SUITE 400
3. Date of Earliest Transaction (Month/Day/Year)
12/13/2004
(Street)

CHICAGO, IL 60611-4213
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 12/13/2004   C(1)   1,500 A $ 0 (2) 1,910 D (3)  
Common Stock 12/13/2004   S   1,500 D $ 17.25 410 D  
Common Stock               59 I Owned by Spouse

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Stock $ 0 (2) 12/13/2004   M   1,500     (2)   (2) Common Stock 1,500 $ 11.25 1,801 D  
Class B Stock $ 0 12/13/2004   C(1)     1,500   (2)   (2) Common Stock 1,500 $ 0 301 D  
Stock Options (Right to buy) $ 0             09/23/2005 09/23/2013 Class B Common Stock 5,000   5,000 D  
Stock Options (Right to buy) $ 6.15             10/12/2003 10/12/2011 Class B Common Stock 20,000   20,000 D  
Stock Options (Right to buy) $ 8.625             02/28/2002 02/28/2010 Class B Common Stock 10,000   10,000 D  
Stock Options (Right to buy) $ 14.5625             09/17/2001 09/17/2009 Class B Common Stock 10,000   10,000 D  
Stock Options (Right to buy) $ 19.375             08/29/1996 08/29/2004 Common Stock 7,500   7,500 D  
Stock Options (Right to buy) $ 11.25 12/13/2004   M(4)     1,500 09/18/2000 09/18/2008 Class B Common Stock 1,500 $ 0 36,000 D  
Class B Stock $ 0               (2)   (2) Common Stock 22,366   22,366 I By Spouse
Stock Options (Right to buy) $ 0             09/23/2005 09/23/2013 Class B Common Stock 3,250   3,250 I By Spouse
Stock Options (Right to buy) $ 11.25             09/18/2000 09/18/2008 Class B Common Stock 6,750   6,750 I By Spouse
Stock Options (Right to buy) $ 11.39             06/10/2005 06/10/2013 Class B Common Stock 10,000   10,000 I By Spouse
Stock Options (Right to buy) $ 19.375             08/29/1996 08/29/2004 Common Stock 5,000   5,000 I By Spouse
Class B Stock $ 0               (2)   (2) Common Stock 22,036.69   22,036.69 I By Spouse as Trustee1
Class B Stock $ 0               (2)   (2) Common Stock 22,036.69   22,036.69 I By Spouse as Trustee2
Class B Stock $ 0               (2)   (2) Common Stock 22,036.69   22,036.69 I By Spouse as Trustee3
Class B Stock $ 0               (2)   (2) Common Stock 22,036.69   22,036.69 I By Spouse as Trustee4
Class B Stock $ 0               (2)   (2) Common Stock 22,036.69   22,036.69 I By Spouse as Trustee5
Class B Stock $ 0               (2)   (2) Common Stock 62,832.28   62,832.28 I By Spouse1

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
COFSKY THOMAS F
410 N. MICHIGAN AVE.
SUITE 400
CHICAGO, IL 60611-4213
      Vice President  

Signatures

 Maryon Gray by Power of Attorney   12/15/2004
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(3) See line below for balance following all transcactions currently being reported.
(4) Exercise of employee stock options pursuant to the Oil-Dri Corporation of America 1995 Long-Term Incentive Plan in a transaction exempt under rule 16b-3.
(1) Conversion of Class B Stock to Common Stock. Class B Stock may be converted at any time at the option of the holder into Common Stock on a share for share basis. See note 134 to SEC Release 34-288691.
(2) Class B Stock may be converted at any time at the option of the holder into Common Stock on a share for share basis. See note 134 to SEC Release 34-288691

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.