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, 1996
                                                        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 18, 1996
(Common stock, $.01 par value)                          19,160,786


<PAGE>

                                          AMCOL INTERNATIONAL CORPORATION

                                                       INDEX

<TABLE>
<CAPTION>

                                                                                                 Page No.

Part I - Financial Information

         <S>               <C>                                             <C> 
         Item 1            Financial Statements

                           Condensed Consolidated Balance Sheet -
                           September 30, 1996 and December 31, 1995                              1

                           Condensed Consolidated Statement of Operations -
                           nine months and three months ended September 30, 1996
                           and 1995                                                              2

                           Condensed Consolidated Statement of Cash Flows -
                           nine months ended September 30, 1996 and 1995                         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,
                                                                             1996                      1995
                                                                    ---------------------     ----------------------
<S>                                                                <C>                       <C>                    
Current assets:                                                                                         *
     Cash and cash equivalents                                      $           4,300         $          1,888
     Accounts receivable                                                       88,662                   66,429
     Inventories                                                               48,292                   47,205
     Advance mining                                                             1,737                    2,678
     Prepaid expenses                                                           4,827                    5,355
     Current deferred tax asset                                                 2,782                    2,782
         Total current assets                                                 150,600                  126,337

Property, plant, equipment and mineral reserves                               288,673                  276,530
     Less accumulated depreciation                                            110,899                  101,319
                                                                              177,774                  175,211

Intangible assets                                                              15,419                   15,886
                                                                                               
Other long-term assets                                                          5,908                    4,932
                                                                    $         349,701         $        322,366
                                        LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
     Notes payable and current maturities of debt                   $           6,841         $          4,069
     Accounts payable                                                          20,678                   18,777
     Accrued liabilities                                                       24,719                   13,036
         Total current liabilities                                             52,238                   35,882

Long-term debt                                                                123,457                  117,016

Deferred credits and minority interest                                         13,004                   13,974

Stockholders' equity:
     Common stock                                                                 213                      213
     Additional paid-in capital                                                75,224                   74,967
     Foreign currency translation adjustment                                   (1,836)                  (2,351)
     Retained earnings                                                         92,677                   86,703
     Treasury stock                                                            (5,276)                  (4,038)
                                                                              161,002                  155,494
                                                                    $         349,701         $        322,366
</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,
                                              ----------------------------            ----------------------------
                                                1996               1995               1996                1995
                                            -------------      --------------     -------------      --------------
<S>                                       <C>                 <C>               <C>                <C>                             
Net sales                                 $         291,843   $        255,388  $       109,546    $        92,978
Cost of sales                                       231,431            198,981           85,048             73,376
     Gross profit                                    60,412             56,407           24,498             19,602
General, selling and administrative
   expenses                                          38,672             32,442           13,190              9,973
                                                              
     Operating profit                                21,740             23,965           11,308              9,629
Other income (expense):
     Interest expense, net                           (6,309)            (4,445)          (2,195)            (2,095)
                                                                        
     Other income, net                                  197              1,046               66                 146
                                                                          
                                                     (6,112)            (3,399)          (2,129)             (1,949)
                                                                        

     Income from operations                          15,628             20,566            9,179               7,680
Income taxes                                          5,626              7,275            3,304               2,748
                                                                         

     Income before minority interest                 10,002             13,291            5,875               4,932
                                                        (13)               (55)              --                 (15)
Net income of minority interest                                                                              
                                                                                                            

     Net income                           $           9,989  $          13,236  $         5,875    $          4,917
                                                                        

Weighted average common and
       common equivalent shares                  19,532,059         19,667,815       19,553,060          19,762,759

Earnings per share                        $             .51  $            .67   $            .30   $              .25  
                                                                                                           
                                                        

Dividends declared per share              $             .21  $            .19   $            .07   $              .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,
                                                                            ---------------------------- 
                                                                            1996                       1995
<S>                                                                <C>                      <C>              
     Net income                                                     $           9,989        $          13,236
     Adjustments to reconcile net income to net cash
       provided by operating activities:
         Depreciation, depletion, and amortization                             20,180                   14,842
         Other                                                                   (219)                    (228)
         (Increase)/decrease in current assets                                (22,394)                 (27,350)
         Increase/(decrease) in current liabilities                            14,373                    1,023

         Net cash provided by  operations                                      21,929                    1,523

Cash flow from investing activities:
     Acquisition of land, mineral reserves,
        depreciable and intangible assets                                     (29,286)                 (55,312)
     Sale of mineral reserves and product line                                  6,155                       --
     Other                                                                         89                    1,832

         Net cash used in investing activities                                (23,042)                 (53,480)

Cash flow from financing activities:
     Net change in outstanding debt                                             8,425                   45,744
     Dividends paid                                                            (4,016)                  (3,639)
     Other                                                                       (884)                     708

         Net cash provided by financing activities                              3,525                   42,813

Net increase (decrease) in cash and cash equivalents                            2,412                   (9,144)

Cash and cash equivalents at beginning of period                                1,888                   10,389

Cash and cash equivalents at end of period                          $           4,300         $          1,245

Supplemental Disclosure of Cash Flows Information

Actual cash paid for:
     Interest                                                       $           5,313        $           4,206

     Income taxes                                                   $           2,316        $           5,794

</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,  1995,  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, 1995,  has been  derived  from and does not  include all the
disclosures  contained  in the  audited  consolidated financial  statements  
for the year ended  December  31,  1995.  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 1995 Form 10-K which accompanies the 1995 Corporate Report.

                  The  results  of  operations  for  the  nine-month  period 
ended  September  30,  1996,  are not necessarily indicative of the results to 
be expected for the full year.

Note 2:  INVENTORIES

                  Inventories  at September  30,  1996,  have been valued using
the same methods as at December 31, 1995.  The composition of inventories at 
September 30, 1996, and December 31, 1995, was as follows:
<TABLE>
<CAPTION>

                                                                        September 30,           December 31,
                                                                            1996                  1995   
                                                                   -----------------------  ---------------------
<S>                                                                <C>                      <C>               
Crude stockpile and in-process inventories                         $           29,725        $         29,705

Other raw material, container and supplies inventories                         18,567                  17,500

                                                                   $           48,292        $         47,205


</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.


                                                        -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, 1996 vs. 1995

                  Net sales  increased by $36.5  million,  or 14.3%.  Gross 
profit  increased by $4.0  million, or 7.1%, as lower gross profit from the 
minerals  segment offset  improvements  in other  segments.  Operating  profit
decreased by $2.2 million, or 9.3%, as general,  selling and administrative  
expenses increased by $6.2 million, or 19.2%  primarily  related to the expenses
associated  with the  development  of  nanocomposite  technology and the 
establishment of the European  environmental  unit. Net interest expense 
increased by $1.9 million,  or 41.9%, as a result of higher debt levels. In the
1995 period,  approximately $.9 million of  construction-related  interest was
capitalized.  Other  income for 1995  included  $.6 million  related to a gain 
on the  cancellation  of an interest rate  swap.  Earnings  were $.51 per share
for the 1996  period,  compared  with $.67 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,
                               -------------------------------------------------------------------------------------
                                          1996                          1995                     1996 vs. 1995
                               ------------------------    -----------------------------  ---------------------------
<S>                            <C>               <C>           <C>             <C>          <C>          <C>
Minerals                                                          (Dollars in Thousands)   $ Change      % Change
                                                                                          ------------ --------------
Net sales                      $107,164        100.0%           $104,947       100.0%        $  2,217         2.1%
Cost of  sales                   89,673         83.7%             84,236        80.3%

   Gross profit                  17,491         16.3%             20,711        19.7%          (3,220)      (15.5)%
                                                                                         
General, selling and
  administrative expenses        11,432          10.6%            10,811        10.3%             621         5.7%
                                                                                         

   Operating profit               6,059           5.7%             9,900         9.4%          (3,841)      (38.8)%
                                                                                         
</TABLE>


                  Sales  increased  by $2.2  million,  or 2.1%,  from the  
prior-year  period.  Higher sales of cat litter more than offset the loss of
sales of  agricultural  carrier and refining  chemical  products.  Gross profit
margins  declined  by 340 basis  points due to the loss of  agricultural  
carrier  business  and the  higher  costs associated with  underutilized  cat
litter  capacity.  Staff  reductions were implemented and lower packaging costs
have been  negotiated  to improve  results  for the cat  litter  operations. 
The new cat  litter  plants are still operating at less than full capacity.

                                                        -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,
                               --------------------------------------------------------------------------------------
                                          1996                          1995                     1996 vs. 1995
                               ---------------------------   --------------------------   ---------------------------
<S>                              <C>           <C>                <C>         <C>           <C>          <C>    
Absorbent Polymers                                                (Dollars in Thousands)   $ Change      % Change
                                                                                          ------------ --------------
Net sales                       $104,892        100.0%            $86,534      100.0%      $    18,358        21.2%
Cost of  sales                    84,835         80.9%             68,070       78.7%
                                                             

   Gross profit                   20,057         19.1%             18,464       21.3%            1,593         8.6%
                                                                                        
General, selling and
  administrative expenses          7,579          7.2%              6,811        7.9%              768        11.3%
                                                                                        

   Operating profit               12,478         11.9%             11,653       13.4%              825         7.1%
                                                                                         
</TABLE>


                  Revenues  increased by $18.4  million,  or 21.2%,  over the
prior year as sales volume  increased 36.9%.  Gross profit  margins  declined 
by 220 basis points from the prior year,  as raw  material  cost  decreases
were not sufficient to offset unit selling price  declines.  In addition, 
European sales demand  exceeded the U.K. plant  production  capability  for its
new  generation of products,  requiring  supplemental  shipments of finished
product from the U.S. at lower  margins.  Additional  capacity came on line in
the U.K.  during the third  quarter. The supplemental shipments curtailed near
the end of the third quarter.

                  The current worldwide superabsorbent polymer capacity for the
Company is 120,000 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,
                               -------------------------------------------------------------------------------------
                                          1996                          1995                     1996 vs. 1995
                               ----------------------------   --------------------------    -------------------------
Environmental                                                     (Dollars in Thousands)   $ Change      % Change
                                                                                           -----------   ------------
<S>                             <C>               <C>        <C>             <C>           <C>                <C>  

   Gross profit                      20,611        33.1%          15,237      31.9%               5,374       35.3%
                                                                                         
General, selling and
  administrative expenses            11,465        18.4%           8,932      18.7%               2,533       28.4%
                                                                                         

   Operating profit                   9,146        14.7%           6,305      13.2%               2,841       45.1%
                                                                                         

</TABLE>

                  Sales increased by $14.6 million,  or 30.5%,  over the 
prior year, with  approximately 35% of the increase  coming  from  businesses  
acquired  during the past 12 months.  Sales have  increased  in  virtually  all
product lines,  partially  fueled by increased  international  penetration.  
Gross profit  margins  improved by 120 basis  points,  primarily  as a result 
of cost  reductions  on  certain  of its  products.  General,  selling  and
administrative  expenses  increased  by $2.5  million,  or 28.4%,  reflecting  
the  increased  sales  staff for the domestic  geosynthetic clay liner products,
higher international  marketing costs and higher costs associated with the 
establishment of the European environmental unit.

<TABLE>
<CAPTION>

                                                          Nine Months Ended September 30,
                               -------------------------------------------------------------------------------------
                                          1996                          1995                     1996 vs. 1995
                               ----------------------------   --------------------------    -------------------------
Transportation                                                    (Dollars in Thousands)   $ Change      % Change
                                                                                          ------------  ------------
<S>                             <C>               <C>        <C>              <C>           <C>            <C> 
Net sales                       $    17,534       100.0%     $    16,215      100.0%       $   1,319         8.1%
Cost of  sales                       15,281        87.2%          14,220       87.7%

   Gross profit                       2,253        12.8%           1,995       12.3%             258        12.9%
General, selling and
  administrative expenses             1,368         7.8%           1,161        7.2%             207        17.8%

   Operating profit                     885         5.0%             834        5.1%              51         6.1%
                                                                                     
</TABLE>


                  Revenues  increased  8.1% with  increased  shipments  of cat 
litter and  environmental  products. Gross profit margins  improved from the 
previous year's low level.  General,  selling and  administrative  expenses
increased  primarily as a result of higher staffing  levels in the brokerage 
operation.  The incremental  revenues expected to be achieved by the larger 
brokerage staff have yet to be fully realized.

                                                        -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,
                               -------------------------------------------------------------------------------------
                                          1996                          1995                     1996 vs. 1995
                               ----------------------------   --------------------------    -------------------------
Corporate                                                         (Dollars in Thousands)   $ Change      % Change
                                                                                           -----------   ------------
<S>                              <C>                         <C>                          <C>             <C>           
General, selling and
  administrative expenses       $    6,828                   $     4,727                   $    2,101       44.4%

  Operating loss                    (6,828)                       (4,727)                      (2,101)      44.4%
                                                                                         

</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 $2.1 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, 1996 vs. 1995

                  Net sales  increased by $16.6 million,  or 17.8%,  while 
gross profit  increased by $4.9 million, or 25.0%.  Operating  profit was $1.7
million,  or 17.4%,  higher.  General,  selling and  administrative  expenses
increased by $3.2 million, or 32.3%,  related to costs associated with 
developing the nanocomposite  technology and higher expenses  associated with 
the European  environmental  unit. Net interest expense  increased by $.1 
million, or 4.8%,  over the prior year  quarter.  Earnings  were $.30 per share
for the 1996 quarter  compared with $.25 per share for the prior year quarter 
on slightly fewer weighted average shares outstanding.

A brief discussion by business segment follows:
<TABLE>
<CAPTION>

                                                            Quarter Ended September 30,
                               -------------------------------------------------------------------------------------
                                          1996                          1995                     1996 vs. 1995
                               ----------------------------   --------------------------    -------------------------
Minerals                                                          (Dollars in Thousands)   $ Change      % Change
                                                                                           -----------   ------------ 
<S>                             <C>               <C>       <C>               <C>           <C>           <C>
Net sales                       $    37,260       100.0%     $     34,381     100.0%       $   2,879        8.4%
Cost of  sales                       30,254        81.2%           28,066      81.6%
                                                             

   Gross profit                      7,006         18.8%            6,315      18.4%             691        10.9%
General, selling and
  administrative expenses            3,684          9.9%            2,975       8.7%             709        23.8%

   Operating profit                  3,322          8.9%            3,340       9.7%             (18)        (.5)%
                                                                                         
</TABLE>


                  Sales  increased by $2.9 million,  or 8.4%,  over the 
prior-year  period.  Increased sales of cat litter  and higher  sales of  
products  to the  metalcasting  industry  more than  offset  the  decline in 
sales of refining  chemicals,  a market which the Company  exited during the 
second  quarter of 1996.  Gross profit  margins increased by 40 basis points 
with  improved  product mix.  General,  selling and  administrative  expenses  
were up 23.8%  over the  prior-year  quarter,  however,  the 1995  third  
quarter  expenses  were the  lowest of that year. Average quarterly general,  
selling and administrative  expenses for 1995 were comparable to the 1996 third
quarter expense.









                                                        -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,
                                ------------------------------------------------------------------------------------
                                           1996                         1995                     1996 vs. 1995
                                ---------------------------   --------------------------    -------------------------
Absorbent Polymers                                                (Dollars in Thousands)   $ Change      % Change
                                                                                          ------------ --------------
<S>                             <C>           <C>                <C>         <C>           <C>          <C>  
Net sales                       $    38,744   100.0%          $     31,286     100.0%       $   7,458        23.8%
Cost of  sales                       31,121    80.3%                25,023      80.0%

   Gross profit                       7,623    19.7%                 6,263      20.0%           1,360        21.7%
General, selling and
  administrative expenses             2,683     6.9%                 2,394       7.7%             289        12.1%

   Operating profit                   4,940    12.8%                 3,869      12.3%           1,071        27.7%

</TABLE>

                  Revenues  increased by $7.5  million,  or 23.8%,  over the  
prior-year  quarter,  as sales volume increased  39.7%.  Gross profit margins  
declined by 30 basis points,  primarily as a result of supplemental  sales
of U.S.  product to the U.K. to satisfy  European  demand in excess of the U.K.
plant  capability.  Greater  plant utilization in both the U.S. and U.K. offset
the impact of lower average selling prices.

<TABLE>
<CAPTION>

                                                            Quarter Ended September 30,
                               -------------------------------------------------------------------------------------
                                          1996                          1995                     1996 vs. 1995
                               ----------------------------   --------------------------    -------------------------
Environmental                                                     (Dollars in Thousands)   $ Change      % Change
                                                                                          ------------ --------------
<S>                            <C>             <C>                <C>         <C>           <C>            <C>  
Net sales                      $    26,923     100.0%        $     21,612     100.0%        $  5,311        24.6%
Cost of  sales                      17,860      66.3%              15,307      70.8%

   Gross profit                      9,063      33.7%               6,305      29.2%           2,758        43.7%
General, selling and
  administrative expenses            3,985      14.8%               2,794      12.9%           1,191        42.6%

   Operating profit                  5,078      18.9%               3,511      16.3%           1,567        44.6%

</TABLE>

                  Sales increased by $5.3 million,  or 24.6%,  over the 
prior year. Gross profit margins  increased by 450 basis  points,  primarily as
a result of lower  manufacturing  costs for certain of its  products.  General,
selling and administrative  expenses increased by $1.2 million, or 42.6%,  
reflecting the addition of personnel and costs  associated  with the  marketing
of liner  products,  higher  international  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,
                               --------------------------------------------------------------------------------------
                                          1996                          1995                     1996 vs. 1995
                               ----------------------------   --------------------------    -------------------------
Transportation                                                    (Dollars in Thousands)   $ Change      % Change
                                                                                          ------------ --------------
<S>                            <C>               <C>         <C>              <C>           <C>            <C>  
Net sales                      $      6,619      100.0%      $      5,699     100.0%        $  920          16.1%
Cost of  sales                        5,813       87.8%             4,980      87.4%

   Gross profit                         806       12.2%               719      12.6%            87          12.1%
                                                       
General, selling and
  administrative expenses               455        6.9%               404       7.1%            51          12.6%
                                                       

   Operating profit                     351        5.3%               315       5.5%            36          11.4%
                                                        
</TABLE>


                  Revenues  increased  16.1% with  increased  shipments of cat 
litter and  environmental  products. General, selling and administrative 
expenses increased as a result of higher brokerage staffing levels.

<TABLE>
<CAPTION>

                                                            Quarter Ended September 30,
                                          ---------------------------------------------------------------------------
                                          1996                          1995                     1996 vs. 1995
                                         --------------------    ----------------------   ---------------------------
Corporate                                                         (Dollars in Thousands)   $ Change      % Change
                                                                                          ------------ --------------
<S>                                      <C>                    <C>                       <C>              <C>          
General, selling and
  administrative expenses                $     2,383            $     1,406                $    977        69.5%

   Operating loss                             (2,383)                (1,406)                   (977)       69.5%
                                                                    
</TABLE>


                  Increased  costs  associated  with the  development  and  
launch  of the  nanocomposite  business account for much of the increase in 
corporate  expenses.  In addition,  the third quarter 1995 expenses  included a
reduction in incentive compensation, causing the costs to be lower than average.







                                                       -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, 1996,  the Company had  outstanding  debt
of $130.3  million  (including  both long-and  short-term  debt) and cash of 
$4.3 million  compared with $121.1 million in debt and $1.9 million in cash
at December 31, 1995.  The long-term  debt to total  capitalization  at 
September 30, 1996, was 43.4% compared with 42.9% at December 31, 1995.

                  The Company had a current  ratio of 2.88-to-1 at September  
30, 1996,  with  approximately  $98.4 million in working capital, compared with
3.52-to-1 and $90.5 million, respectively, at December 31, 1995.

                  The Company had $34.1 million in unused, committed credit 
lines at September 30, 1996.

                  During 1996,  the Company has paid  dividends of $4.0  
million and acquired  property,  plant and equipment  totaling $29.3 million.  
These expenditures were funded from operations,  additional  borrowings of $8.4
million,  and the sale of a  non-strategic  product line and certain  mineral  
reserves.  The net proceeds from the sale of these non-strategic assets were 
$6.2 million.

                  The Company has adequate  committed  credit  facilities to 
fund the capital  expenditure  program approved by the Board of Directors at 
this time.

                  Management  continues to explore other growth prospects in 
the  environmental  and  international minerals sectors, as well as further 
expansion in the polymer segment.













                                                       -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, 1996.



































                                                       -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 21, 1996         /s/  John Hughes    
                             John Hughes
                             President and Chief Executive Officer
                                                     


Date:    October 21, 1996        /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) as
         amended (8)
10.4     AMCOL International Corporation 1987 Non-Qualified Stock Option Plan 
         (2); as amended (6)
10.5     Change in Control Agreement dated April 1, 1994, by and between 
         Registrant and John Hughes (6)
10.6     Change in Control Agreement dated April 1, 1994, by and between 
         Registrant and Paul G. Shelton (6)
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 January 24, 1994, by and between 
         Registrant and Peter L. Maul (6)
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) 
10.13    Note Agreement dated October 1, 1994, between AMCOL International 
         Corporation and Principal Mutual Life Insurance Company (7)
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, 1989.
(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.