Item 1.01  Entry Into a Material Definitive Agreement.

          Third Amendment to Richard M. Jaffee Agreement.  As previously reported in the Current Report on Form 8-K filed with the Securities and Exchange Commission on February 13, 2006 (the “Prior Form 8-K”), Oil-Dri Corporation of America (the “Registrant”) and Richard M. Jaffee, Chairman of the Registrant’s Board of Directors, have executed an amendment to their existing consulting agreement.  The agreement, originally entered into in October 1989, had been previously amended in October 1998 and then again in October 2000.  The third amendment was executed on February 7, 2006 and was subject to approval by the Registrant’s Board of Directors.  At its regular meeting on March 14, 2006, the Registrant’s Board of Directors unanimously (with Mr. Jaffee abstaining) approved the third amendment.  The summary of the third amendment set forth in the Prior Form 8-K is incorporated herein by reference, and is qualified in its entirety by reference to the complete amendment, which was filed as Exhibit 10.1 to the Prior Form 8-K.

          Board Adoption of 2006 Long Term Incentive Plan.  Also on March 14, 2006, the Registrant’s Board of Directors unanimously approved adoption of the Oil-Dri Corporation of America 2006 Long Term Incentive Plan (“2006 Plan”), subject to approval by the Registrant’s stockholders. The Registrant expects to present the plan to stockholders for approval at the December 2006 annual meeting of stockholders.  The 2006 Plan permits the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards and other stock-based and cash-based awards.  Employees and non-employee directors of the Registrant are eligible to receive grants under the 2006 Plan.  The total number of shares of Stock (as defined in the 2006 Plan) subject to grants under the 2006 Plan may not exceed 750,000.  No grants under the 2006 Plan will be exercisable or payable to a participant prior to approval of the 2006 Plan by the Registrant’s stockholders.  A copy of the 2006 Plan is attached as Exhibit 10.2 and the information contained therein is incorporated herein by reference.

          Restricted Stock Award to Daniel S. Jaffee.  At its regular meeting on March 14, 2006, the Compensation Committee of the Registrant’s Board of Directors unanimously approved a grant to the Registrant’s President and Chief Executive Officer, Daniel S. Jaffee, of 70,000 restricted shares of the Company’s Class B Stock under the terms of the 2006 Plan, subject to approval of that plan by the Registrant’s stockholders.  The restrictions on these shares will lapse, and the shares will vest, in 20% increments beginning December 6, 2006 and on each of the four subsequent anniversaries of that date, provided Mr. Jaffee is employed by the Registrant on those dates.  A copy of the Restricted Stock Agreement entered into between Mr. Jaffee and the Registrant is attached as Exhibit 10.3 and the information contained therein is incorporated herein by reference.

Item 8.01  Other Events.

Also on March 14, 2006, the Board of Directors of the Registrant declared regular quarterly cash dividends of $0.12 per share of the Registrant’s Common Stock and $0.09 per share of the Registrant’s Class B Stock.  The dividends will be payable on June 2, 2006 to stockholders of record at the close of business on May 5, 2006.  A copy of the Registrant’s press release announcing these matters is attached as Exhibit 99.1 and the information contained therein is incorporated herein by reference.