Oil-Dri Corporation of America (ODC) 10-K 2005 FY Annual report

Exhibit 31:

CERTIFICATIONS PURSUANT TO RULE 13a -14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I.	I, Daniel S. Jaffee, Chief Executive Officer of Oil-Dri Corporation of America, certify that:
	1.	I have reviewed this annual report on Form 10-K of Oil-Dri Corporation of America (“Oil-Dri”);
	2.	Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
	3.	Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of Oil-Dri as of, and for, the periods presented in this annual report;
	4.	Oil-Dri’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for Oil-Dri and we have:
		a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to Oil-Dri, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
		b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
		c.	Evaluated the effectiveness of Oil-Dri’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of July 31, 2005 based on such evaluation; and
		d.	Disclosed in this report any change in Oil-Dri’s internal control over financial reporting that occurred during Oil-Dri’s fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, Oil-Dri’s internal control over financial reporting; and
	5.	Oil-Dri’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to Oil-Dri’s auditors and the audit committee of Oil-Dri’s board of directors:
		a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect Oil-Dri’s ability to record, process, summarize and report financial information; and
		b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in Oil-Dri’s internal control over financial reporting.

Date:	October 20, 2005
By:	/s/ Daniel S. Jaffee
	Daniel S. Jaffee
	President and Chief Executive Officer

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Exhibit 31:

CERTIFICATIONS PURSUANT TO RULE 13a -14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I.	I, Andrew N. Peterson, Chief Financial Officer of Oil-Dri Corporation of America, certify that:
	1.	I have reviewed this annual report on Form 10-K of Oil-Dri Corporation of America (“Oil-Dri”);
	2.	Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
	3.	Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of Oil-Dri as of, and for, the periods presented in this annual report;
	4.	Oil-Dri’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for Oil-Dri and we have:
		a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to Oil-Dri, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
		b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
		c.	Evaluated the effectiveness of Oil-Dri’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of July 31, 2005 based on such evaluation; and
		d.	Disclosed in this report any change in Oil-Dri’s internal control over financial reporting that occurred during Oil-Dri’s fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, Oil-Dri’s internal control over financial reporting; and
	5.	Oil-Dri’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to Oil-Dri’s auditors and the audit committee of Oil-Dri’s board of directors:
		a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect Oil-Dri’s ability to record, process, summarize and report financial information; and
		b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in Oil-Dri’s internal control over financial reporting.

Date:	October 20, 2005
By:	/s/ Andrew N. Peterson
	Andrew N. Peterson
	Chief Financial Officer

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