Mail Stop 7010
February 8, 2006
Mr. Andrew N. Peterson
Chief Financial Officer, Oil-Dri Corporation of America
410 North Michigan Avenue
Suite 400
Chicago, IL 60611-4213
RE: Form 10-K for the fiscal year ended July 31, 2005
Form 10-Q for the quarter ended October 31, 2005
File No. 1-12622
Dear Mr. Peterson:
We have reviewed your response and have the following
additional comments. If you disagree with a comment, we will
consider your explanation as to why our comment is inapplicable or
a
revision is unnecessary. Please be as detailed as necessary in
your
explanation. In some of our comments, we may ask you to provide
us
with information so we may better understand your disclosure.
After
reviewing this information, we may or may not raise additional
comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
FORM 10-K FOR THE YEAR ENDED JULY 31, 2005
General
1. Where a comment below requests additional disclosures or other
revisions, please show us what the revisions will look like in
your
response. These revisions should be included in your future
filings.
Exhibit 31
2. We have reviewed your response to comment 19. Please make the
following revisions in order to meet the requirements of Item
601(b)(31) of Regulation S-K:
* Replace "Oil-Dri" with "the registrant" in paragraph 3.
* Replace "July 31, 2005" with "the end of the period covered by
this
report" in paragraph 4(c).
* Replace "fourth fiscal quarter" with "most recent fiscal quarter
(the registrant`s fourth fiscal quarter in the case of an annual
report)" in paragraph 4(d).
* Add "(or persons performing the equivalent functions)" after
"board
of directors" in paragraph 5.
FORM 10-Q FOR THE PERIOD ENDED OCTOBER 31, 2005
Note 5 - Segment Reporting, page 11
3. We have reviewed your responses to comments 22 and 23.
According
to the organization chart that you provided to us, it appears that
four different group managers report to the chief executive
officer.
We assume the chief executive officer is your chief operating
decision maker. It appears that discrete financial information is
available for at least the four groups per your organization
chart.
It further appears that your chief operating decision maker
reviews
operating results and budget-to-actual comparisons on a more
granular
basis than Retail and Wholesale Products and Business-to-Business
Products. Your website also highlights four different product
groups: Agricultural/Sports, Pet Care, Fluids Purification, and
Industrial and Automotive.
We understand that you believe you have two reportable segments
composed of two operating segments. However, the basis for your
conclusion that you have only two operating segments is unclear.
It
appears that, at a minimum, each of the four groups represents a
separate operating segment as defined in paragraph 10 of SFAS 131.
If you believe that each group does not represent an operating
segment, please tell us in detail why not. If, after re-
evaluation,
you conclude that you have more than two operating segments, but
they
satisfy the requirements of paragraph 17 of SFAS 131 for
aggregation
into two reportable segments, please provide us with the analysis
you
performed in reaching this conclusion, including a comparison of
long-term average gross margins. If after reassessing the
criteria
in SFAS 131, you conclude you have more than two reportable
segments,
please revise your financial statements accordingly. Please also
refer to Questions 7 and 8 of the FASB Staff Implementation Guide
for
SFAS 131.
4. Please provide us with a copy of the operating results
information
provided to your directors at the most recent board meeting.
5. At a minimum, it appears that you should separately disclose
your
revenues from Agricultural/Sports, Pet Care, Fluids Purification,
and
Industrial and Automotive for each period presented in accordance
with paragraph 37 of SFAS 131.
* * * *
Please respond to these comments and file the requested
amendments within 10 business days, or tell us when you will
provide
us with a response. Please provide us with a response letter that
keys your responses to our comments and provides any requested
information. Detailed letters greatly facilitate our review.
Please
file your supplemental response on EDGAR as a correspondence file.
Please understand that we may have additional comments after
reviewing your responses to our comments.
If you have any questions regarding these comments, please
direct them to Jeffrey Gordon, Staff Accountant, at (202) 551-3866
or, in his absence, Scott Watkinson, Staff Accountant, at (202)
551-
3741.
Sincerely,
Rufus Decker
Accounting Branch Chief
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Mr. Andrew N. Peterson
Oil-Dri Corporation of America
February 8, 2006
Page 3 of 3
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
DIVISION OF
CORPORATION FINANCE