SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

                                   (Mark One)
          (x) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

               For the quarterly period ended September 30, 1997
                                       or
          ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                       For the transition period from to

                         Commission file number 0-15661

                         AMCOL INTERNATIONAL CORPORATION
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                                                             <C>                       
                           Delaware                                             36-0724340                
(State or other jurisdiction of  incorporation or organization)    (IRS Employer Identification No.)
</TABLE>

    1500 West Shure Drive, Suite 500, Arlington Heights, Illinois 60004-7803
               (Address of principal executive offices) (Zip Code)

                                 (847) 394-8730
              (Registrant's telephone number, including area code)

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

Yes         x              No               

     Indicate the number of shares  outstanding of each of the issuer's  classes
of common stock, as of the latest practicable date.
                  Class                         Outstanding at October 17, 1997
         (Common stock, $.01 par value)                    18,964,446

<PAGE>
                         AMCOL INTERNATIONAL CORPORATION

                                      INDEX

Part I - Financial Information

<TABLE>
         <S>               <C>                                                                   <C>

         Item 1            Financial Statements

                           Condensed Consolidated Balance Sheet -
                           September 30, 1997 and December 31, 1996                              1

                           Condensed Consolidated Statement of Operations -
                           nine months and three months ended September 30, 1997
                           and 1996                                                              2

                           Condensed Consolidated Statement of Cash Flows -
                           nine months ended September 30, 1997 and 1996                         3

                           Notes to Condensed Consolidated Financial Statements         4


         Item 2            Management's Discussion and Analysis of Financial
                           Condition and Results of Operations                                   5


Part II - Other Information


         Item 6            Exhibits and Reports on Form 8-K                                      13
</TABLE>
<PAGE>
                     Part I, Item I - FINANCIAL INFORMATION
                AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEET
                                   (Unaudited)
                                 (In thousands)

                                     ASSETS
<TABLE>
<CAPTION>

                                                                       September 30,            December 31,
                                                                            1997                    1996
                                                                    ---------------------    -------------------
<S>                                                                     <C>                      <C>
Current assets:                                                                                      *
     Cash and cash equivalents                                          $   6,665                $   3,054
     Accounts receivable, net                                              89,655                   81,519
     Inventories                                                           48,339                   56,314
     Prepaid expenses                                                       5,240                    4,502
     Current deferred tax asset                                             3,145                    3,086
         Total current assets                                             153,044                  148,475

Property, plant, equipment and mineral reserves                           312,654                  299,366
     Less accumulated depreciation                                        135,861                  118,490
                                                                          176,793                  180,876

Intangible assets, net                                                     14,313                   15,217
                                                                                              
Other long-term assets, net                                                 6,448                    6,140
                                                                        $ 350,598                $ 350,708

                                     LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
     Notes payable and current maturities of debt                       $  17,253                $   8,969
     Accounts payable                                                      21,698                   24,389
     Accrued liabilities                                                   28,451                   18,512
         Total current liabilities                                         67,402                   51,870

Long-term debt                                                            100,167                  118,855

Deferred credits and other liabilities                                     12,629                   12,579

Stockholders' equity:
     Common stock                                                             213                      213
     Additional paid-in capital                                            75,687                   75,576
     Foreign currency translation adjustment                               (1,889)                   2,868
     Retained earnings                                                    106,642                   96,579
     Treasury stock                                                       (10,253)                  (7,832)
                                                                          170,400                  167,404
                                                                        $ 350,598                $ 350,708
</TABLE>

                  *Condensed from audited financial statements.

              The accompanying notes are an integral part of these
                         condensed financial statements.

                                      -1-
<PAGE>
                AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                                   (Unaudited)
           (In thousands, except number of shares and per share data)


<TABLE>
<CAPTION>
                                                Nine Months Ended                    Three Months Ended
                                                  September 30,                         September 30,
                                        ----------------------------------    ----------------------------------
                                            1997               1996                1997               1996
                                        --------------    ----------------    ---------------    ---------------

<S>                                      <C>               <C>                 <C>                <C>          
Net sales                                $    347,538      $    291,843        $    126,130       $     109,546
Cost of sales                                 273,683           231,431              97,789              85,048
     Gross profit                              73,855            60,412              28,341              24,498
General, selling and administrative
   expenses                                    43,830            38,672              15,086              13,190

     Operating profit                          30,025            21,740              13,255              11,308
Other income (expense):
     Interest expense, net                     (6,580)           (6,309)             (2,220)             (2,195)
     Other income, net                           (548)              197                  32                  66
                                               (7,128)           (6,112)             (2,188)             (2,129)

     Income from operations                    22,897            15,628              11,067               9,179
Income taxes                                    8,472             5,626               4,097               3,304

     Income before minority interest           14,425            10,002               6,970               5,875
Net income of minority interest                     -               (13)                  -                   -

     Net income                          $     14,425      $      9,989        $      6,970       $       5,875

Weighted average common and
       common equivalent shares            19,400,564        19,532,059          19,338,020          19,553,060

Earnings per share                       $        .74      $        .51        $        .36       $        .30

Dividends declared per share             $        .23      $        .21        $        .08       $        .07
</TABLE>


              The accompanying notes are an integral part of these
                         condensed financial statements.

                                      -2-
<PAGE>
                AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (Unaudited)
                                 (In thousands)


<TABLE>
<CAPTION>
                                                                                  Nine Months Ended
                                                                                    September 30,
                                                                    ----------------------------------------------
                                                                           1997                      1996
                                                                    --------------------      --------------------
<S>                                                                      <C>                       <C>
Cash flow from operating activities:
     Net income                                                          $ 14,425                  $  9,989
     Adjustments to reconcile net income to net cash
       Provided by operating activities:
         Depreciation, depletion, and amortization                         23,234                    20,180
         Other                                                                (82)                     (219)
         Increase in current assets                                          (780)                  (22,394)
         Increase in current liabilities                                    7,248                    14,373

         Net cash provided by operations                                   44,045                    21,929

Cash flow from investing activities:
     Acquisition of land, mineral reserves,
        depreciable and intangible assets                                 (21,810)                  (29,286)
     Sale of product line and mineral reserves                                                        6,155
     Other                                                                 (1,548)                       89

         Net cash used in investing activities                            (23,358)                  (23,042)

Cash flow from financing activities:
     Net change in outstanding debt                                       (10,404)                    8,425
     Dividends paid                                                        (4,362)                   (4,016)
     Other                                                                 (2,310)                     (884)

         Net cash provided (used) by financing activities                 (17,076)                    3,525

Net increase in cash and cash equivalents                                   3,611                     2,412

Cash and cash equivalents at beginning of period                            3,054                     1,888

Cash and cash equivalents at end of period                               $  6,665                  $  4,300

Supplemental Disclosure of Cash Flows Information

Actual cash paid for:
     Interest                                                            $  5,450                  $  5,313

     Income taxes                                                        $  5,641                  $  2,316
</TABLE>

              The accompanying notes are an integral part of these
                         condensed financial statements.

                                      -3-
<PAGE>
                AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)
                                 (In thousands)

Note 1:  BASIS OF PRESENTATION

     The  financial  information  included  herein,  other  than  the  condensed
consolidated  balance  sheet as of  December  31,  1996,  has been  prepared  by
management without audit by independent  certified public accountants who do not
express an opinion  thereon.  The  condensed  consolidated  balance  sheet as of
December  31,  1996,  has  been  derived  from  and  does  not  include  all the
disclosures  contained in the audited consolidated  financial statements for the
year ended  December 31, 1996. The  information  furnished  herein  includes all
adjustments  which are,  in the  opinion  of  management,  necessary  for a fair
statement of the results of the interim period,  and all such adjustments are of
a normal recurring nature.  Management recommends the accompanying  consolidated
financial  information be read in conjunction  with the  consolidated  financial
statements  and related  notes  included in the  Company's  1996 Form 10-K which
accompanies the 1996 Corporate Report.

     The results of operations  for the  nine-month  period ended  September 30,
1997, are not necessarily  indicative of the results to be expected for the full
year.

Note 2:  INVENTORIES

     Inventories at September 30, 1997,  have been valued using the same methods
as at December 31, 1996.  The  composition of inventories at September 30, 1997,
and December 31, 1996, was as follows:
<TABLE>
<CAPTION>

                                                                      September 30, 1997          December 31, 1996
                                                                    -----------------------     -----------------------

<S>                                                                         <C>                       <C>     
Crude stockpile and in-process inventories                                  $ 34,859                  $ 36,493
Other raw material, container and supplies inventories                        13,480                    19,821
                                                                            $ 48,339                  $ 56,314
</TABLE>

Note 3:  EARNINGS PER SHARE

     Earnings  per share are  computed  by dividing  net income by the  weighted
average  number of common shares  outstanding  and the dilutive  effect of stock
options outstanding at the end of each period.

Note 4:  DERIVATIVES

     From time to time,  the Company  uses  financial  derivatives,  principally
swaps,  forward  contracts and options in its management of foreign currency and
interest rate exposures.  These contracts  hedge  transactions  and balances for
periods consistent with the company's committed  exposures.  As of September 30,
1997, the only derivatives  outstanding were related to foreign currency hedging
and a $15 million interest rate swap.

                                      -4-

<PAGE>
           Item II - AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS

     The  following  is   management's   discussion   and  analysis  of  certain
significant  factors which have affected the  Company's  financial  position and
operating  results  during the periods  included in the  accompanying  condensed
consolidated financial statements.

Nine Months Ended September 30, 1997 vs. 1996

     Net sales increased by $55.7 million,  or 19.1%.  Gross profit increased by
$13.4 million,  or 22.3%, as lower gross profit from the  environmental  segment
was offset by improvements in other segments. Operating profit increased by $8.3
million, or 38.1%. Net interest expense increased by $.3 million, or 4.3%. Other
income  for 1997  included  $.4  million  related to  foreign  exchange  losses.
Earnings  were $.74 per share for the 1997 period,  compared with $.51 per share
for the prior-year period on slightly fewer weighted average shares outstanding.

A brief discussion by business segment follows:

<TABLE>
<CAPTION>

                                                          Nine Months Ended September 30,
                                -------------------------------------------------------------------------------------
                                          1997                        1996                      1997 vs. 1996
                                -------------------------     ----------------------      ---------------------------
Minerals                                                    (Dollars in Thousands)       $ Change            % Change
<S>                               <C>            <C>         <C>           <C>            <C>                 <C> 
Net sales                         $ 117,647      100.0%      $107,164      100.0%         $ 10,483            9.8%
Cost of  sales                       97,930       83.2%         89,673      83.7%                      

   Gross profit                      19,717       16.8%         17,491      16.3%            2,226           12.7%
General, selling and
   administrative expenses           11,721       10.0%         11,432      10.6%              289            2.5%

   Operating profit                   7,996        6.8%          6,059       5.7%            1,937           32.0%
</TABLE>



     Sales  increased by $10.5 million,  or 9.8%,  from the  prior-year  period.
Higher sales of cat litter and metalcasting products offset declines in sales of
refining  chemicals (a business that was sold in the second quarter of 1996) and
shipments  to the iron ore  pelletizing  market.  Reduced  sales to the iron ore
pelletizing  market are expected to continue,  although the remaining  shipments
will reflect higher unit selling  prices.  Gross profit  margins  improved by 50
basis points. General, selling and administrative expenses for 1997 included $.6
million associated with international ventures. These international ventures are
expected to provide access to cost-effective, local clay sources as alternatives
to products shipped from the United States,  and local processing of minerals to
meet local market  demand.  These  ventures are  anticipated  to  contribute  to
profits in 1998.

                                      -5-

<PAGE>
                AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS
                                   (Continued)

<TABLE>
<CAPTION>

                                                          Nine Months Ended September 30,
                                -------------------------------------------------------------------------------------
                                          1997                        1996                      1997 vs. 1996
                                -------------------------     ----------------------      ---------------------------
Absorbent Polymers                                          (Dollars in Thousands)       $ Change            % Change
<S>                               <C>            <C>         <C>             <C>          <C>                <C>  
Net sales                         $ 141,668      100.0%      $ 104,892       100.0%       $ 36,776           35.1%
Cost of  sales                      111,997       79.1%         84,835        80.9%

   Gross profit                      29,671       20.9%         20,057        19.1%          9,614           47.9%
General, selling and
   administrative expenses            8,952        6.3%          7,579         7.2%          1,373           18.1%

   Operating profit                  20,719       14.6%         12,478        11.9%          8,241           66.0%
</TABLE>


     Revenues increased by $36.8 million, or 35.1%, over the prior year as sales
volume increased 47.6%.  Gross profit margins increased by 180 basis points from
the prior year, as a result of improved plant utilization.

     The current  worldwide  superabsorbent  polymer capacity for the Company is
130,000 metric tons.

                                      -6-
<PAGE>
                AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS
                                   (Continued)

<TABLE>
<CAPTION>

                                                          Nine Months Ended September 30,
                                -------------------------------------------------------------------------------------
                                          1997                        1996                      1997 vs. 1996
                                -------------------------     ----------------------      ---------------------------
Environmental                                               (Dollars in Thousands)       $ Change            % Change
<S>                               <C>            <C>          <C>            <C>            <C>               <C> 
Net sales                         $ 66,524       100.0%       $ 62,253       100.0%         $4,271            6.9%
Cost of  sales                      44,782        67.3%         41,642        66.9%

   Gross profit                     21,742        32.7%         20,611        33.1%          1,131            5.5%
General, selling and
   administrative expenses          13,492        20.3%         11,465        18.4%          2,027           17.7%

   Operating profit                  8,250        12.4%          9,146        14.7%           (896)          (9.8%)
</TABLE>


     Sales  increased by $4.3 million,  or 6.9%,  over the prior year. The sales
increase was not in line with projections.  International sales have suffered as
a result of strong  currencies (the U.S. dollar and the British pound) and price
competition in the geosynthetic clay liner market. Gross profit margins declined
by  40  basis  points,  primarily  as  a  result  of  lower  selling  prices  on
geosynthetic clay liner products.  General,  selling and administrative expenses
increased by $2.0 million,  or 17.7%,  reflecting  the costs of increased  sales
staff and higher costs associated with the European environmental unit.

     Given the seasonal nature of the environmental segment, it is unlikely that
the operating profit shortfall  experienced thus far in 1997 will be reversed in
the fourth quarter.

<TABLE>
<CAPTION>
                                                          Nine Months Ended September 30,
                                -------------------------------------------------------------------------------------
                                          1997                        1996                      1997 vs. 1996
                                -------------------------     ----------------------      ---------------------------
Transportation                                              (Dollars in Thousands)       $ Change            % Change
<S>                               <C>            <C>          <C>            <C>          <C>                <C>  
Net sales                         $ 21,699       100.0%       $ 17,534       100.0%       $  4,165           23.8%
Cost of  sales                      18,974        87.4%         15,281        87.2%

   Gross profit                      2,725        12.6%          2,253        12.8%            472           20.9%
General, selling and
   administrative expenses           1,515         7.0%          1,368         7.8%            147           10.7%

   Operating profit                  1,210         5.6%            885         5.0%            325           36.7%
</TABLE>


     Revenues  increased  23.8%.  The gross  profit  margin  erosion of 20 basis
points reflected a tight trucking market for the brokerage unit.

                                      -7-
<PAGE>

                AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS
                                   (Continued)


<TABLE>
<CAPTION>
                                                          Nine Months Ended September 30,
                                -------------------------------------------------------------------------------------
                                          1997                        1996                      1997 vs. 1996
                                -------------------------     ----------------------      ---------------------------
Corporate                                                   (Dollars in Thousands)       $ Change            % Change
General, selling and
<S>                               <C>                         <C>                         <C>                <C>  
   administrative expenses        $  8,150                    $  6,828                    $  1,322           19.4%

   Operating loss                   (8,150)                     (6,828)                     (1,322)          19.4%
</TABLE>


     Corporate costs include management  information  systems,  human resources,
investor relations and corporate communications, corporate finance and corporate
governance costs. The start-up of the nanocomposite business is also included in
the  corporate   costs.   The  $1.3  million  increase  in  costs  is  primarily
attributable  to the  development  and  launch  of the  Company's  nanocomposite
technology.

                                      -8-

<PAGE>

                AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS
                                   (Continued)


Three Months Ended September 30, 1997 vs. 1996

     Net  sales  increased  by $16.6  million,  or  15.1%,  while  gross  profit
increased by $3.8  million,  or 15.7%.  Operating  profit was $1.9  million,  or
17.2%,  higher.  Net interest  expense was comparable to the prior year quarter.
Earnings  were $.36 per share for the 1997 quarter  compared with $.30 per share
for the prior-year quarter on 1.1% fewer weighted average shares outstanding.

A brief discussion by business segment follows:

<TABLE>
<CAPTION>
                                                            Quarter Ended September 30,
                                -------------------------------------------------------------------------------------
                                          1997                        1996                      1997 vs. 1996
                                -------------------------     ----------------------      ---------------------------
Minerals                                                    (Dollars in Thousands)       $ Change            % Change
<S>                               <C>            <C>          <C>            <C>          <C>                 <C> 
Net sales                         $ 39,826       100.0%       $ 37,260       100.0%       $  2,566            6.9%
Cost of  sales                      32,614        81.9%         30,254        81.2%

   Gross profit                      7,212        18.1%          7,006        18.8%            206            2.9%
General, selling and
   administrative expenses           3,925         9.9%          3,684         9.9%            241            6.5%

   Operating profit                  3,287         8.2%          3,322         8.9%            (35)          (1.1)%

</TABLE>

     Sales  increased by $2.6  million,  or 6.9%,  over the  prior-year  period,
primarily as a result of  continued  growth in the  metalcasting  and cat litter
markets.  Gross profit margins decreased by 70 basis points.  Lower margins from
the United Kingdom  minerals  operation,  as a result of the shift of certain of
its products to the environmental segment, were the principal contributor to the
decrease..  Growth is  anticipated  in the European  market,  and margins should
improve as a result of higher  utilization  of the plant during  1998.  General,
selling and administrative expenses resulted from increased overseas activities,
primarily in Asia.

                                      -9-


<PAGE>
                AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS
                                   (Continued)


<TABLE>
<CAPTION>
                                                            Quarter Ended September 30,
                                -------------------------------------------------------------------------------------
                                          1997                        1996                      1997 vs. 1996
                                -------------------------     ----------------------      ---------------------------
Absorbent Polymers                                          (Dollars in Thousands)       $ Change            % Change
<S>                               <C>             <C>         <C>             <C>         <C>                <C>  
Net sales                         $ 51,466        100.0%      $ 38,744        100.0%      $ 12,722           32.8%
Cost of  sales                      40,218         78.1%        31,121         80.3%

   Gross profit                     11,248         21.9%         7,623         19.7%         3,625           47.6%
General, selling and
   administrative expenses           3,332          6.5%         2,683          6.9%           649           24.2%

   Operating profit                  7,916         15.4%         4,940         12.8%         2,976           60.2%
</TABLE>


     Revenues increased by $12.7 million, or 32.8%, over the prior-year quarter,
as sales volume  increased  43.4%.  Gross profit margins  increased by 220 basis
points, primarily as a result of greater plant utilization.

<TABLE>
<CAPTION>

                                                            Quarter Ended September 30,
                                -------------------------------------------------------------------------------------
                                          1997                        1996                      1997 vs. 1996
                                -------------------------     ----------------------      ---------------------------
Environmental                                               (Dollars in Thousands)       $ Change            % Change
<S>                               <C>             <C>         <C>             <C>         <C>                 <C> 
Net sales                         $ 27,181        100.0%      $ 26,923        100.0%      $    258            1.0%
Cost of  sales                      18,244         67.1%        17,860         66.3%

   Gross profit                      8,937         32.9%         9,063         33.7%          (126)          (1.4)%
General, selling and
   administrative expenses           4,618         17.0%         3,985         14.8%           633           15.9%

   Operating profit                  4,319         15.9%         5,078         18.9%          (759)         (14.9)%
</TABLE>


     Sales  increased by 1.0%,  over the prior year while gross  profit  margins
decreased by 80 basis points.  Sales of  geosynthetic  clay liner  products have
been adversely  impacted on a global basis as a result of strong  currencies and
aggressive price competition. Personnel were put in place to handle higher sales
levels  than  have  been  realized  thus  far  in  1997.  General,  selling  and
administrative  expenses  increased by $.6  million,  or 15.9%,  reflecting  the
addition of  personnel  and costs  associated  with higher  marketing  costs and
increased infrastructure costs related to the European unit.

                                      -10-
<PAGE>
                AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS
                                   (Continued)

<TABLE>
<CAPTION>

                                                            Quarter Ended September 30,
                                -------------------------------------------------------------------------------------
                                          1997                        1996                      1997 vs. 1996
                                -------------------------     ----------------------      ---------------------------
Transportation                                              (Dollars in Thousands)       $ Change            % Change
<S>                               <C>             <C>         <C>             <C>         <C>                <C>  
Net sales                         $  7,657        100.0%      $  6,619        100.0%      $  1,038           15.7%
Cost of  sales                       6,713         87.7%         5,813         87.8%

   Gross profit                        944         12.3%           806         12.2%           138           17.1%
General, selling and
   administrative expenses             500          6.5%           455          6.9%            45            9.9%

   Operating profit                    444          5.8%           351          5.3%            93           26.5%
</TABLE>


     Revenues increased 15.7% and operating profits improved by 26.5%.


<TABLE>
<CAPTION>
                                                            Quarter Ended September 30,
                                -------------------------------------------------------------------------------------
                                          1997                        1996                      1997 vs. 1996
                                -------------------------     ----------------------      ---------------------------
Corporate                                                   (Dollars in Thousands)       $ Change            % Change
General, selling and
<S>                               <C>                         <C>                         <C>                <C>  
   administrative expenses        $  2,711                    $  2,383                    $    328           13.8%

   Operating loss                   (2,711)                     (2,383)                       (328)          13.8%
</TABLE>


     Increased  costs   associated  with  the  development  and  launch  of  the
nanocomposite business accounted for the increase in corporate expenses.

                                      -11-


<PAGE>

                AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS
                                   (Continued)


Liquidity and Capital Resources

     At September 30, 1997, the Company had  outstanding  debt of $117.4 million
(including  both long- and  short-term  debt) and cash of $6.7 million  compared
with $127.8  million in debt and $3.1 million in cash at December 31, 1996.  The
long-term debt to total capitalization at September 30, 1997, was 37.0% compared
with 41.5% at December 31, 1996.

     The Company had a current  ratio of 2.27-to-1 at September  30, 1997,  with
approximately  $85.6 million in working  capital,  compared  with  2.86-to-1 and
$96.6  million,  respectively,  at December 31, 1996.  The lower  current  ratio
reflected the  reclassification of $9.5 million of debt which matures during the
next twelve  months,  and a significant  reduction in inventory  levels from the
prior year-end. During the third quarter of 1997, the Company entered into a $15
million interest rate swap, swapping floating interest rates for fixed rates, in
anticipation of the fixed rate debt maturities in 1997 and 1998.

     During  1997,  the Company  paid  dividends  of $4.4  million and  acquired
property, plant and equipment totaling $21.8 million. These expenditures, plus a
$10.4  million   reduction  in  debt,  were  funded  from  operations.   Capital
expenditures for 1997, excluding  acquisitions,  are currently anticipated to be
approximately $32 million.

     The  Company  had  $44.4  million  in  unused,  committed  credit  lines at
September 30, 1997. These credit facilities, in conjunction with funds generated
from operations,  are adequate to fund the capital  expenditure program approved
by the Board of Directors at this time.

Forward Looking Statements

     This filing  contains  certain  forward-looking  statements  regarding  the
Company's  expected  performance  for future periods and actual results for such
periods may materially differ.  Such  forward-looking  statements are subject to
uncertainties,  which include,  but are not limited to, actual growth in AMCOL's
various markets,  utilization of the Company's plants, customer concentration in
the absorbent polymers segment,  operating costs, raw material prices,  weather,
currency exchange rates, and delays in development,  production and marketing of
new  products,  and other  factors  detailed  from time to time in the Company's
annual  report  and  other  reports  filed  with  the  Securities  and  Exchange
Commission.

                                      -12-
<PAGE>
                           PART II - OTHER INFORMATION



Item 6:  Exhibits and Reports on Form 8-K

     (a) See Index to Exhibits immediately following the signature page.

     (b)  No  reports  on Form 8-K have been  filed  during  the  quarter  ended
          September 30, 1997.

                                      -13-
<PAGE>
                                   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 thereunto duly authorized.


                              AMCOL INTERNATIONAL CORPORATION


Date:    October 20, 1997     /s/ John Hughes
                              John Hughes
                              President and Chief Executive Officer



Date:    October 20, 1997     /s/ Paul G. Shelton
                              Paul G. Shelton
                              Senior Vice President and Chief Financial Officer

                                      -14-
<PAGE>
                                INDEX TO EXHIBITS

Exhibit
Number

3.1      Restated Certificate of Incorporation of the Company (5), as amended
         (10)
3.2      Bylaws of the Company (10)
4        Article Fourth of the Company's Restated Certificate of Incorporation
         (5)
10.1     AMCOL International Corporation 1983 Incentive Stock Option Plan (1);
         as amended (3)
10.2     Executive Medical Reimbursement Plan (1)
10.3     Lease Agreement for office space dated September 29, 1986, between the
         Company and American National Bank and Trust Company of Chicago; (1) 
         First Amendment dated June 2, 1994 (8); Second Amendment dated
         June 2, 1997 (13)
10.4     AMCOL International Corporation 1987 Non-Qualified Stock Option Plan 
         (2); as amended (6)
10.5     Change in Control Agreement dated April 1, 1997, by and between 
         Registrant and John Hughes (12)
10.6     Change in Control Agreement dated April 1, 1997, by and between
         Registrant and Paul G. Shelton (12)
10.7     Change in Control Agreement dated February 7, 1996, by and between
         Registrant and Lawrence E. Washow (10)
10.8     Change in Control Agreement dated February 7, 1996, by and between
         Registrant and Roger P. Palmer (10)
10.9     Change in Control Agreement dated April 1, 1997 by and between
         Registrant and Peter L. Maul (12)
10.10    AMCOL International Corporation Dividend Reinvestment and Stock
         Purchase Plan (4); as amended (6)
10.11    AMCOL International Corporation 1993 Stock Plan, as amended and
         restated (10)
10.12    Credit Agreement by and among AMCOL International Corporation and
         Harris Trust and Savings Bank, individually and as agent, NBD Bank,
         LaSalle National Bank and the Northern Trust Company dated October
         4, 1994, (7); as amended, First Amendment to Credit Agreement dated
         September 25, 1995 (9), as amended, Second Amendment to Credit
         Agreement dated March 28, 1996, and Third Amendment to Credit
         Agreement dated September 12, 1996 (11)
10.13    Note Agreement dated October 1, 1994, between AMCOL International
         Corporation and Principal Mutual Life Insurance Company, (7); as
         amended, First Amendment of Note Agreement dated September 30, 1996
         (11)
10.14    Change in Control Agreement dated August 21, 1996 by and between
         Registrant and Frank B. Wright, Jr. (11)
27       Financial Data Schedule
                                    

(1)      Exhibit is incorporated by reference to the Registrant's Form 10 filed
         with the Securities and Exchange Commission on July 27, 1987.
(2)      Exhibit is incorporated by reference to the Registrant's Form 10-K
         filed with the Securities and Exchange Commission for the year ended 
         December 31, 1988.
(3)      Exhibit is incorporated by reference to the Registrant's Form 10-K
         filed with the Securities and Exchange Commission for the year ended 
         December 31, 1993.
(4)      Exhibit is incorporated by reference to the Registrant's Form 10-K
         filed with the Securities and Exchange Commission for the year ended
         December 31, 1992.
(5)      Exhibit is incorporated by reference to the Registrant's Form S-3
         filed with the Securities and Exchange Commission for the year ended 
         September 15, 1993.
(6)      Exhibit is incorporated by reference to the Registrant's Form 10-K
         filed with the Securities and Exchange Commission for the year ended
         December 31, 1993.
(7)      Exhibit is incorporated by reference to the Registrant's Form 10-Q
         filed with the Securities and Exchange Commission for the quarter
         ended September 30, 1994.

                                      -15-
<PAGE>

(8)      Exhibit is incorporated by reference to the Registrant's Form 10-K
         filed with the Securities and Exchange Commission for the year ended 
         December 31, 1994.
(9)      Exhibit is incorporated by reference to the Registrant's Form 10-Q
         filed with the Securities and Exchange Commission for the quarter
         ended September 30, 1995.
(10)     Exhibit is incorporated by reference to the Registrant's Form 10-K
         filed with the Securities and Exchange Commission for the year ended 
         December 31, 1995.
(11)     Exhibit is incorporated by reference to the Registrant's Form 10-K
         filed with the Securities and Exchange Commission for the year ended
         December 31, 1996.
(12)     Exhibit is incorporated by reference to the Registrant's Form 10-Q
         filed with the Securities and Exchange Commission for the quarter
         ended March 31, 1997.
(13)     Exhibit is incorporated by reference to the Registrant's Form 10-Q
         filed with the Securities and Exchange Commission for the quarter
         ended June 30, 1997.
                                      -16-