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              March 31, 1999                     
                                                        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 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 April 16, 1999
 (Common stock, $.01 par value)                                26,717,762
<PAGE>
                         AMCOL INTERNATIONAL CORPORATION

                                      INDEX

                                                                        Page No.

Part I - Financial Information

  Item 1 Financial Statements
           Condensed Consolidated Balance Sheet -
           March 31, 1999 and December 31, 1998                               1

           Condensed Consolidated Statement of Operations -
           three months ended March 31, 1999 and 1998                         2

           Condensed Consolidated Statement of Comprehensive Income -
           three months ended March 31, 1999 and 1998                         2

           Condensed Consolidated Statement of Cash Flows -
           three months ended March 31, 1999 and 1998                         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                                    8
<PAGE>
                         Part I - FINANCIAL INFORMATION
                AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEET
                                   (Unaudited)
                                 (In thousands)

                                     ASSETS

<TABLE>
<CAPTION>
                                                                         March 31,              December 31,
                                                                            1999                    1998
                                                                    ---------------------    -------------------
<S>                                                                        <C>                      <C>
Current assets:                                                                                      *
     Cash and cash equivalents                                             $   6,284                $   2,758
     Accounts receivable, net                                                 93,330                  100,074
     Inventories                                                              47,632                   52,093
     Prepaid expenses                                                          5,150                    5,444
     Current deferred tax asset                                                3,709                    3,707
         Total current assets                                                156,105                  164,076

Investment in and advances to joint ventures                                   4,425                    4,556

Property, plant, equipment and mineral reserves                              329,533                  325,681
     Less accumulated depreciation                                           160,357                  154,203
                                                                             169,176                  171,478

Intangible assets, net                                                        15,513                   16,308
                                                                                              
Other long-term assets, net                                                    1,111                    1,446
                                                                           $ 346,330                $ 357,864

                                     LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
     Notes payable and current maturities of debt                          $  16,334                $  17,117
     Accounts payable                                                         16,351                   21,969
     Accrued liabilities                                                      35,102                   34,997
         Total current liabilities                                            67,787                   74,083

Long-term debt                                                                88,938                   96,268

Deferred credits and other liabilities                                        15,041                   14,599

Stockholders' equity:
     Common stock                                                                320                      320
     Additional paid-in capital                                               76,055                   76,238
     Foreign currency translation adjustment                                  (2,697)                  (1,756)
     Retained earnings                                                       131,396                  127,262
     Treasury stock                                                          (30,510)                 (29,150)
                                                                             174,564                  172,914
                                                                           $ 346,330                $ 357,864
</TABLE>
                 *Condensed from audited financial statements.

              The accompanying notes are an integral part of these
                        condensed financial statements.
<PAGE>
                AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                                   (Unaudited)
           (In thousands, except number of shares and per share data)

<TABLE>
<CAPTION>
                                                                                 Three Months Ended
                                                                                      March 31,
                                                                    ----------------------------------------------
                                                                           1999                      1998
                                                                    --------------------      --------------------
<S>                                                                      <C>                     <C>         
Net sales                                                                $    128,959            $    121,557
Cost of sales                                                                  98,606                  98,022
     Gross profit                                                              30,353                  23,535
General, selling and administrative expenses                                   19,611                  15,690
     Operating profit                                                          10,742                   7,845
Other income (expense):
     Interest expense, net                                                     (1,869)                 (2,111)
     Other income, net                                                             (9)                   (331)
                                                                               (1,878)                 (2,442)
     Income before income taxes and minority interests                          8,864                   5,403
Income taxes                                                                    3,191                   1,945
                                                                                5,673                   3,458
Minority interests in income of joint ventures                                     66                       -
     Net income                                                          $      5,739            $      3,458

Weighted average common shares                                             26,790,025              28,491,827
Weighted average common and common
     equivalent shares                                                     27,010,240              29,115,871

Earnings per share
     Basic                                                               $        .21            $        .12
     Diluted                                                             $        .21            $        .12

Dividends declared per share                                             $        .06            $        .055
</TABLE>

                AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
                 Consolidated Statements of Comprehensive Income
                                 (In thousands)

<TABLE>
<CAPTION>
                                                                               Quarter Ended March 31,
                                                                    ----------------------------------------------
                                                                           1999                      1998
                                                                    --------------------      --------------------
<S>                                                                      <C>                     <C>      
Net income                                                               $   5,739               $   3,458
Other comprehensive income:                                                                  
  Foreign currency translation adjustment                                     (941)                    547
Comprehensive income                                                     $   4,798               $   4,005
</TABLE>

              The accompanying notes are an integral part of these
                         condensed financial statements.
<PAGE>
                AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (Unaudited)
                                 (In thousands)

<TABLE>
<CAPTION>
                                                                            Three Months Ended March 31,
                                                                    ----------------------------------------------
                                                                           1999                        1998
                                                                    --------------------      --------------------
Cash flow from operating activities:
<S>                                                                      <C>                     <C>     
     Net income                                                          $  5,739                $  3,458
     Adjustments to reconcile net income to net cash
       provided by operating activities:
         Depreciation, depletion, and amortization                          9,184                   8,209
         Other                                                              1,422                     605
         (Increase)/decrease in current assets                             10,840                  (5,818)
         Increase/(decrease) in current liabilities                        (5,513)                  3,281

         Net cash provided by operating activities                         21,672                   9,735

Cash flow from investing activities:
     Acquisition of land, mineral reserves,
        depreciable and intangible assets                                  (8,668)                 (5,540)
     Other                                                                  1,783                    (606)

         Net cash used in investing activities                             (6,885)                 (6,146)

Cash flow from financing activities:
     Net change in outstanding debt                                        (8,113)                   (881)
     Dividends paid                                                        (1,605)                 (1,568)
     Treasury stock transactions                                           (1,543)                 (2,033)
     Other                                                                      -                      22

         Net cash used in financing activities                            (11,261)                 (4,460)

Net increase (decrease) in cash and cash equivalents                        3,526                    (871)

Cash and cash equivalents at beginning of period                            2,758                   3,077

Cash and cash equivalents at end of period                               $  6,284                $  2,206

Supplemental disclosure of cash flows information

Cash paid for:
     Interest                                                            $    936                $  1,183

     Income taxes                                                        $  4,192                $    298
</TABLE>
              The accompanying notes are an integral part of these
                        condensed financial statements.
<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,  1998,  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,  1998,  has  been  derived  from  and  does  not  include  all the
disclosures  contained in the audited consolidated  financial statements for the
year ended  December 31, 1998. 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  1998 Form 10-K which
accompanies the 1998 Corporate Report.

     The results of operations for the three-month  period ended March 31, 1999,
are not necessarily indicative of the results to be expected for the full year.

     Certain  items in the 1998  consolidated  financial  statements  have  been
reclassified to comply with the consolidated  financial  statement  presentation
for 1999.

Note 2: INVENTORIES

     Inventories at March 31, 1999 have been valued using the same methods as at
December 31, 1998. The composition of inventories at March 31, 1999 and December
31, 1998, was as follows:

<TABLE>
<CAPTION>
                                                                        March 31, 1999            December 31, 1998
                                                                    -----------------------     -----------------------

<S>                                                                      <C>                         <C>       
Crude stockpile and in-process inventories                               $   34,267                  $   36,699
Other raw material, container and supplies inventories                       13,365                      15,394

                                                                         $   47,632                  $   52,093
</TABLE>

Note 3: EARNINGS PER SHARE

     Basic earnings per share is computed by dividing net income by the weighted
average  number of common  shares  outstanding.  Diluted  earnings  per share is
computed  by  dividing  the net income by the  weighted  average  common  shares
outstanding  after  consideration  of  the  dilutive  effect  of  stock  options
outstanding at the end of each period.
<PAGE>
                AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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 committed exposures.  As of March 31, 1999,  derivatives
outstanding  were related to foreign  currency hedging and an interest rate swap
with a notional amount on $15 million of the outstanding revolving credit.

                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.

Three Months Ended March 31, 1999 vs. 1998

     Net  sales  increased  by $7.4  million,  or 6.1%,  and gross  profits  and
operating  profits  increased by $6.8 million,  or 29.0%,  and $2.9 million,  or
36.9%,  respectively.  Net sales increased in all segments with the exception of
minerals.  Gross and  operating  profits were higher in all  segments.  Selling,
general and administrative  expenses  increased by $3.9 million,  or 25.0%, from
the prior-year  quarter.  The reasons for the increased expenses are included in
the  following  segment  discussions.  Net  interest  expense  decreased  by $.2
million,  or 11.5%, as March 31, 1999, debt (both long-term and short-term,  net
of cash)  decreased  by $7.4  million,  or 6.9%,  from the  prior-year  quarter,
coupled with a lower weighted average  interest rate for 1999.  Diluted earnings
per share were $.21 for the 1999 quarter compared with $.12 for the 1998 quarter
on 7.2% fewer weighted average common and common equivalent shares  outstanding.
A brief discussion by business segment follows:

<TABLE>
<CAPTION>
                                                              Quarter Ended March 31,
                                -------------------------------------------------------------------------------------
                                          1999                        1998                      1999 vs. 1998
                                -------------------------     ----------------------      ---------------------------
Absorbent Polymers                                          (Dollars in Thousands)       $ Change            % Change
<S>                               <C>             <C>         <C>             <C>         <C>                 <C> 
Net sales                         $ 58,324        100.0%      $ 54,656        100.0%      $  3,668            6.7%
Cost of  sales                      44,609         76.5%        44,032         80.6%                   
   Gross profit                     13,715         23.5%        10,624         19.4%         3,091           29.1%
General, selling and
  Administrative expenses            4,188          7.2%         3,090          5.7%         1,098           35.5%
   Operating profit                  9,527         16.3%         7,534         13.7%         1,993           26.5%
</TABLE>

     Revenues  increased by $3.7 million,  or 6.7%, over the prior-year  period.
The gross  profit  margin  improved  by  approximately  21% to 23.5% in the 1999
quarter.  Lower raw  material  costs were the  primary  reason for the  improved
profitability.  Selling,  general and administrative  expenses for 1999 included
additional   expenses   associated  with  the  Thailand  plant  currently  under
construction, increased polymer research costs and higher incentive compensation
accruals.
<PAGE>
                AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
               MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                CONDITION AND RESULTS OF OPERATIONS (Continued)
<TABLE>
<CAPTION>
                                                              Quarter Ended March 31,
                                -------------------------------------------------------------------------------------
                                          1999                        1998                      1999 vs. 1998
                                -------------------------     ----------------------      ---------------------------
Minerals                                                    (Dollars in Thousands)       $ Change            % Change
<S>                               <C>             <C>         <C>             <C>          <C>              <C>    
Net sales                         $ 39,609        100.0%      $ 44,388        100.0%       $(4,779)         (10.8)%
Cost of  sales                      30,953         78.2%        37,069         83.5%                   
   Gross profit                      8,656         21.8%         7,319         16.5%         1,337           18.3%
General, selling and
  Administrative expenses            4,644         11.7%         4,333          9.8%           311            7.2%
   Operating profit                  4,012         10.1%         2,986          6.7%         1,026           34.4%
</TABLE>

     Sales  decreased by $4.8 million,  or 10.8%,  from the  prior-year  period.
Approximately  $3 million of the sales  decrease was a result of the sale of the
fullers' earth business in April 1998, with the remainder coming from lower U.K.
cat litter sales. Gross profit margins improved 32% over the prior year when the
fullers' earth business was included.  The U.K. cat litter  operation  showed an
operating  profit  performance  improvement over the fourth quarter of 1998, but
was less profitable than in the 1998 first quarter.  The U.K.  operation has not
yet  achieved  an  operating  profit   breakeven;   however  such  breakeven  is
anticipated by year-end 1999.

<TABLE>
<CAPTION>
                                                              Quarter Ended March 31,
                                -------------------------------------------------------------------------------------
                                          1999                        1998                      1999 vs. 1998
                                -------------------------     ----------------------      ---------------------------
Environmental                                               (Dollars in Thousands)       $ Change            % Change
<S>                               <C>             <C>         <C>             <C>         <C>                <C>  
Net sales                         $ 23,182        100.0%      $ 15,695        100.0%      $  7,487           47.7%
Cost of  sales                      16,078         69.4%        10,934         69.7%                   
   Gross profit                      7,104         30.6%         4,761         30.3%         2,343           49.2%
General, selling and
  Administrative expenses            6,382         27.5%         4,707         30.0%         1,675           35.6%
   Operating profit                    722          3.1%            54           .3%           668         1237.0%
</TABLE>

     Sales  increased by $7.5 million,  or 47.7%,  from the  prior-year  period.
Approximately 54% of the increase was related to acquisitions.  General, selling
and  administrative  expenses  increased  by  35.6%.  Approximately  60%  of the
increased costs were related to acquisitions made later in 1998.

     Historically,  business  in this  segment  accelerates  during  the  second
quarter  and peaks in the third  quarter.  The current  outlook is for  improved
sales and earnings in this area over those of the previous year.
<PAGE>
                AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                 CONDITION AND RESULTS OF OPERATIONS (Continued)

<TABLE>
<CAPTION>
                                                              Quarter Ended March 31,
                                -------------------------------------------------------------------------------------
                                          1999                        1998                      1999 vs. 1998
                                -------------------------     ----------------------      ---------------------------
Transportation                                              (Dollars in Thousands)       $ Change            % Change
<S>                                <C>            <C>          <C>            <C>          <C>               <C>  
Net sales                          $ 7,844        100.0%       $ 6,818        100.0%       $ 1,026           15.0%
Cost of  sales                       6,966         88.8%         5,987         87.8%                   
   Gross profit                        878         11.2%           831         12.2%            47            5.7%
General, selling and
  Administrative expenses              530          6.8%           485          7.1%            45            9.3%
   Operating profit                    348          4.4%           346          5.1%             2             .6%
</TABLE>

     Net sales increased by $1.0 million,  or 15.0%.  The incremental  margin on
new business is lower than that of the existing business,  a continuation of the
trend  that  began  during  the  middle of 1998.  Higher  selling,  general  and
administrative  expenses reflect the addition of brokerage personnel required to
manage the current and projected sales volume.

<TABLE>
<CAPTION>
                                                              Quarter Ended March 31,
                                -------------------------------------------------------------------------------------
                                          1999                        1998                      1999 vs. 1998
                                -------------------------     ----------------------      ---------------------------
Corporate                                                   (Dollars in Thousands)       $ Change            % Change
General, selling and
<S>                                <C>                         <C>                            <C>            <C>  
  Administrative expenses          $ 3,867                     $ 3,075                        $792           25.8%
   Operating loss                   (3,867)                     (3,075)                       (792)          25.8%
</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 increase in corporate costs in 1999 from those of 1998
includes higher benefit costs, incentive compensation accruals,  occupancy costs
and  professional  costs,  offset by marginally  lower costs for  developing the
nanocomposite technology.

Liquidity and Capital Resources

     At March 31,  1999,  the Company  had  outstanding  debt of $105.3  million
(including both long-term and short-term debt) and cash of $6.3 million compared
with $113.3  million in debt and $2.8  million in cash and cash  equivalents  at
December 31, 1998. The long-term debt represented 33.8% of total  capitalization
at March 31, 1999, compared with 35.8% at December 31, 1998.

     The  Company  had a current  ratio of  2.30-to-1  at March 31,  1999,  with
approximately $88.3 million in working capital compared with 2.21-to-1 and $90.0
million,  respectively,  at December 31, 1998. During the first quarter of 1999,
the Company reduced its accounts receivable and inventories from year-end levels
by approximately $6.8 million and $4.5 million, respectively.
<PAGE>
                AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                 CONDITION AND RESULTS OF OPERATIONS (Continued)

Liquidity and Capital Resources (continued)

     During the first  quarter  of 1999,  the  Company  paid  dividends  of $1.6
million,  repurchased  $1.5 million  (net) of its stock and  acquired  property,
plant and equipment totaling $8.7 million.

     The Company had  approximately  $64.1 million in unused,  committed  credit
lines at March 31, 1999.  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.

Year 2000 Issues

     In mid-1997,  the Company  started a Year 2000 date  conversion  project to
address all necessary code changes,  testing and  implementation  for all of its
computer systems.  Concurrently, the Company sent inquiries to its suppliers and
other key third parties to assess their ability to become Year 2000 compliant in
a timely  manner.  The internal  evaluation  stage is completed.  The Company is
still awaiting responses from some third parties. The implementation phase is in
progress.

     Many of the Company's computer systems rely on purchased software for which
the Company  pays a  maintenance  fee.  The  maintenance  fee covers the cost of
system  upgrades,  including  the update  for Year 2000  issues.  The  Company's
financial  reporting  system  is  substantially  Year 2000  compliant,  with the
exception of certain minor subsidiary operations. Such subsidiary operations are
expected to be Year 2000  compliant  by June 30,  1999.  The  Company's  network
system and servers and its headquarters  telecommunications system are Year 2000
compliant. Evaluation of the Company's personal computer equipment is done, with
remediation to be completed by June 30, 1999.

     With  respect to the  Company's  non-information  technology  systems,  the
Company is still in the process of  evaluating  the  presence  of imbedded  date
chips in some of its plant machinery and equipment,  and expects that its review
will be completed by April 30, 1999. Any  remediation  will be completed by June
30, 1999.

     Costs and expenses  incurred to date in addressing the Year 2000 issue have
not been  material,  and based upon the  Company's  assessment  and  remediation
efforts to date,  future costs of  conversion or upgrades are not expected to be
material.
<PAGE>
                AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                 CONDITION AND RESULTS OF OPERATIONS (Continued)

Year 2000 Issues (continued)

     The Company does not believe that there is a material  risk to its business
or financial condition related to its own systems from Year 2000 issues, but the
Company has no control over the ability of its key suppliers and other key third
parties to achieve Year 2000  compliance  in a timely  manner.  For example,  an
interruption  in the supply of power to its plants and the inability to ship the
Company's  products  by rail are both  issues  that  could have  severe  adverse
consequences to the Company's ability to carry on its business at current profit
levels.  Should rail service become temporarily  unavailable,  the Company would
likely ship product by truck, but at a higher cost. A prolonged  interruption in
the power supply to its major plants, in particular its absorbent polymer plants
in Aberdeen,  Mississippi, and in the United Kingdom, however, is a risk that is
difficult to minimize.

     While the Company continues to focus on solutions for the Year 2000 issues,
and expects to be Year 2000 compliant in a timely manner,  a contingency plan is
being developed.  Such plan is intended to address the Company's response should
it,  or  materially  significant  third  parties,  fail  to  achieve  Year  2000
compliance in a timely manner.  The contingency plan is expected to be finalized
by September 30, 1999.

     The  Company's  expectations  about future costs  necessary to achieve Year
2000  compliance,  the impact on its operations and its ability to bring each of
its systems into Year 2000 compliance are forward-looking  statements subject to
a number of uncertainties  that could cause actual results to differ materially.
Such  factors  include the  following:  (i) the Company has no control  over the
ability of its key  suppliers  and other  third  parties  to  achieve  Year 2000
compliance;  (ii) the nature and number of systems that require  remediation may
exceed the Company's  expectations  in terms of complexity and scope;  (iii) the
Company may not be able to complete all remediation  and testing  necessary in a
timely  manner;  and  (iv)  the  Company  may  not  be  successful  in  properly
identifying  all systems and programs  that contain  two-digit  year codes.  The
Company's  systems  disaster  recovery  planning  is  a  comprehensive,  ongoing
process,  which is updated  as  products  are  developed,  tested and  modified.
Disaster  recovery  for  financial  and other  strategic  systems is provided at
alternative  locations  serviced  by  third  parties,  or at  Company-maintained
facilities.
<PAGE>
                AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                 CONDITION AND RESULTS OF OPERATIONS (Continued)

Forward-Looking Statements

     Certain  statements  made  from  time-to-time  by  the  Company,  including
statements in the Management's Discussion and Analysis section above, constitute
"forward-looking  statements" made in reliance upon the safe harbor contained in
Section  21E  of  the  Securities  Exchange  Act  of  1934,  as  amended.   Such
forward-looking  statements  include  statements  relating to the Company or its
operations   that  are  preceded  by  terms  such  as   "expects,"   "believes,"
"anticipates,"  "intends" and similar  expressions,  and statements  relating to
anticipated growth, levels of capital expenditures,  future dividends, expansion
into global markets and the  development of new products.  Such  forward-looking
statements  are not  guarantees  of future  performance  and  involve  risks and
uncertainties.  The Company's actual results,  performance or achievements could
differ materially from the results, performance or achievements expressed in, or
implied by, these  forward-looking  statements  as a result of various  factors,
including,  but not  limited to the actual  growth in AMCOL's  various  markets,
utilization of AMCOL's plants,  customer concentration in the absorbent polymers
segment,  competition in the absorbent polymers and minerals segments, operating
costs,  raw  material  prices,   weather,   currency  exchange  rates,  currency
devaluations,  delays in development,  production and marketing of new products,
integration of acquired businesses, and other factors detailed from time-to-time
in in AMCOL's  annual  report and other reports  filed with the  Securities  and
Exchange Commission.

                           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
               March 31, 1999.
<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:  April 19, 1999         /s/ Lawrence E. Washow                            
                              Lawrence E. Washow
                              President and Chief Operating Officer



Date:  April 19, 1999         /s/ Paul  G. Shelton
                              Paul G. Shelton
                              Senior Vice President and Chief Financial Officer
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                                INDEX TO EXHIBITS


<TABLE>
<CAPTION>
Exhibit
Number
<S>        <C>
   3.1     Restated Certificate of Incorporation of the Company (5), as amended (10), as amended (16)
   3.2     Bylaws of the Company (10)
   4       Article Four of the Company's Restated Certificate of Incorporation (5), as amended (16)
   10.1    AMCOL International Corporation 1983 Incentive Stock Option Plan (1); as amended (3)
   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 16, 1998, by and between Registrant and Lawrence E. Washow (14)
   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, Third Amendment to Credit Agreement dated September 12, 1996 (11) and
           Fourth Amendment to Credit Agreement dated December 15, 1998.
   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); Second
           Amendment of Note Agreement dated December 15, 1998.
   10.14   Change in Control Agreement dated August 21, 1996 by and between Registrant and Frank B. Wright, Jr. (11)
   10.15   Change in Control Agreement dated February 17, 1998 by and between Registrant and Gary L. Castagna (14)
   10.16   AMCOL International Corporation 1998 Long-Term Incentive Plan (15)
   10.17   Change in Control Agreement dated February 4, 1999 by and between Registrant and Ryan F. McKendrick (17)
   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.
</TABLE>
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<TABLE>
<S>        <C>                                        
   (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 on 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.
   (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.
   (14)    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, 1997.
   (15)    Exhibit is incorporated by reference to the Registrant's Form S-8 (File 333-56017) filed with the Securities
           and Exchange Commission on June 4, 1998.
   (16)    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, 1998.
   (17)    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, 1998.
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