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, 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 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 29, 1999
(Common stock, $.01 par value)                                26,795,517
<PAGE>
                           AMCOL INTERNATIONAL CORPORATION

                                      INDEX


Part I - Financial Information

Item 1   Financial Statements

         Condensed Consolidated Balance Sheet -
         September 30, 1999 and December 31, 1998                            1

         Condensed Consolidated Statement of Operations -
         nine months and three months ended September 30, 1999
         and 1998                                                            2

         Condensed Consolidated Statement of Comprehensive Income -
         nine months and three months ended September 30, 1999 and 1998      2

         Condensed Consolidated Statement of Cash Flows -
         nine months ended September 30, 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

Item 3   Quantitative and Qualitative Disclosure About Market Risk           12

Part II - Other Information

Item 6   Exhibits and Reports on Form 8-K                                    12
<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,
                                                                            1999                    1998
                                                                    ---------------------    -------------------
Current assets:                                                                                      *
<S>                                                                     <C>                         <C>
     Cash and cash equivalents                                          $   5,472                   $   2,758
     Accounts receivable, net                                             108,572                     100,074
     Inventories                                                           40,522                      52,093
     Prepaid expenses                                                       6,373                       5,444
     Current deferred tax asset                                             3,711                       3,707
         Total current assets                                             164,650                     164,076

Investment in and advances to joint ventures                                9,466                       4,556

Property, plant, equipment and mineral reserves                           347,685                     325,681
     Less accumulated depreciation                                        174,440                     154,203
                                                                          173,245                     171,478

Intangible assets, net                                                     14,452                      16,308

Other long-term assets, net                                                 2,670                       1,446
                                                                        $ 364,483                   $ 357,864

                                     LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
     Notes payable and current maturities of debt                       $   3,383                   $  17,117
     Accounts payable                                                      16,475                      21,969
     Accrued liabilities                                                   42,345                      34,997
         Total current liabilities                                         62,203                      74,083

Long-term debt                                                             99,344                      96,268

Deferred credits and other liabilities                                     15,063                      14,599

Stockholders' equity:
     Common stock                                                             320                         320
     Additional paid-in capital                                            76,026                      76,238
     Foreign currency translation adjustment                               (2,933)                     (1,756)
     Retained earnings                                                    144,775                     127,262
     Treasury stock                                                       (30,315)                    (29,150)
                                                                          187,873                     172,914
                                                                        $ 364,483                   $ 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>
                                                Nine Months Ended                    Three Months Ended
                                                  September 30,                         September 30,
                                        ----------------------------------    ----------------------------------
                                             1999               1998               1999                1998
                                        ---------------    ---------------    ---------------     ---------------

<S>                                      <C>               <C>                 <C>                 <C>
Net sales                                $    414,147      $    384,596        $    143,318        $    137,404
Cost of sales                                 314,203           303,874             106,769             107,302
     Gross profit                              99,944            80,722              36,549              30,102
General, selling and administrative
   expenses                                    58,572            49,973              19,839              18,189

     Operating profit                          41,372            30,749              16,710              11,913
Other income (expense):
     Interest expense, net                     (5,264)           (5,796)             (1,604)             (1,795)
     Other income, net                           (804)             (126)               (685)                309
                                               (6,068)           (5,922)             (2,289)             (1,486)

     Income before income taxes
       and joint ventures                      35,304            24,827              14,421              10,427
Income taxes                                   12,709             8,938               5,190               3,754
                                               22,595            15,889               9,231               6,673
     Equity interests in income of
       joint ventures                             268                 -                 144                   -
     Net income                          $     22,863      $     15,889        $      9,375        $      6,673

Weighted average common shares             26,762,283        28,201,685          26,763,593          27,903,626
Weighted average common and
     common equivalent shares              27,147,789        28,737,153          27,328,232          28,345,811

Earnings per share
     Basic                               $        .85      $        .56        $        .35        $        .24
     Diluted                             $        .84      $        .55        $        .34        $        .24

Dividends declared per share             $        .20      $        .17        $        .07        $        .06
</TABLE>
                AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
                 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
                                 (In thousands)

<TABLE>
<CAPTION>
                                                      Nine Months Ended                  Three Months Ended
                                                        September 30,                       September 30,
                                              ----------------------------------    ------------------------------
                                                   1999               1998              1999             1998
                                              ---------------    ---------------    --------------   -------------
<S>                                               <C>               <C>                 <C>             <C>
Net income                                        $ 22,863          $ 15,889            $ 9,375         $6,673
Other comprehensive income:
  Foreign currency translation adjustment           (1,177)              854                139           (608)
Comprehensive income                              $ 21,686          $ 16,743            $ 9,514         $6,065
</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>
                                                                                  Nine Months Ended
                                                                                    September 30,
                                                                    ----------------------------------------------
                                                                           1999                     1998
                                                                    --------------------    ----------------------
Cash flow from operating activities:
<S>                                                                      <C>                       <C>
     Net income                                                          $ 22,863                  $15,889
     Adjustments to reconcile net income to net cash
       provided by operating activities:
         Depreciation, depletion, and amortization                         28,190                   24,567
         Other                                                              2,451                    1,814
         (Increase) decrease in current assets                                646                  (19,653)
         Increase in current liabilities                                    1,854                    8,284

         Net cash provided by operating activities                         56,004                   30,901

Cash flow from investing activities:
     Acquisition of land, mineral reserves,
        depreciable and intangible assets                                 (32,311)                 (26,269)
     Sale of product line and mineral reserves                                  -                   13,176
     Other                                                                 (3,594)                  (2,334)

         Net cash used in investing activities                            (35,905)                 (15,427)

Cash flow from financing activities:
     Net change in outstanding debt                                       (10,658)                   1,650
     Dividends paid                                                        (5,350)                  (4,797)
     Treasury stock transactions                                           (1,377)                  (9,427)

         Net cash used in financing activities                            (17,385)                 (12,574)

Net increase in cash and cash equivalents                                   2,714                    2,900

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

Cash and cash equivalents at end of period                               $  5,472                  $ 5,977

Supplemental disclosure of cash flows information

Actual cash paid for:
     Interest                                                            $  4,333                  $ 5,306

     Income taxes                                                        $ 13,956                  $ 5,478
</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  financial  position  and  operating  results  of the  interim
periods,  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  nine-month  period ended  September 30,
1999, are not necessarily  indicative of the results to be expected for the full
year.

Note 2: INVENTORIES

     Inventories at September 30, 1999,  have been valued using the same methods
as at December 31, 1998.  The  composition of inventories at September 30, 1999,
and December 31, 1998, was as follows:

<TABLE>
<CAPTION>
                                                                     September 30, 1999           December 31, 1998
                                                                  -------------------------     -----------------------
<S>                                                                       <C>                        <C>
         Crude stockpile and in-process inventories                       $  28,082                  $   36,699
         Other raw material, container and supplies inventories              12,440                      15,394
                                                                          $  40,522                  $   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.

Note 4:     DERIVATIVE FINANCIAL INSTRUMENTS AND MARKET RISKS

     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  September  30,  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.
<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, 1999 vs. 1998

     Net sales increased by $29.6 million, or 7.7%, while gross profit increased
by $19.2 million,  or 23.8%, and operating profit increased by $10.6 million, or
34.5%.  Lower polymer raw material  costs,  higher  utilization of polymer plant
capacity and improved operating  performance from the minerals segment accounted
for the  improvement  in  operating  profit,  offsetting a  significantly  lower
operating profit from the environmental  segment. Net interest expense decreased
by $.5 million,  or 9.2%,  as a result of lower average debt levels and interest
rates, as well as, $.2 million of capitalized  interest in 1999.  Other expenses
increased from $.1 million in 1998 to $.8 million in 1999. Net income  increased
$7.0  million,  or 43.9%,  over the  prior-year  period.  Earnings were $.84 per
diluted share for the 1999 period,  compared with $.55 per diluted share for the
prior-year period on 5.5% fewer weighted average shares outstanding.

     A brief discussion by business segment follows:

<TABLE>
<CAPTION>
                                                           Nine Months Ended September 30,
                                --------------------------------------------------------------------------------------
                                                               (Dollars in Thousands)
                                --------------------------------------------------------------------------------------
                                          1999                        1998                       1999 vs. 1998
                                -------------------------     ----------------------      ----------------------------
Absorbent Polymers                                                                       $ Change             % Change
<S>                               <C>            <C>          <C>            <C>          <C>                  <C>
Net sales                         $ 186,303      100.0%       $ 160,625      100.0%       $ 25,678             16.0%
Cost of  sales                      138,378       74.3%         127,763       79.5%
   Gross profit                      47,925       25.7%          32,862       20.5%         15,063             45.8%
General, selling and
   administrative expenses           12,338        6.6%           9,374        5.8%          2,964             31.6%
   Operating profit                  35,587       19.1%          23,488       14.7%         12,099             51.5%
</TABLE>

     Net sales increased by $25.7 million,  or 16.0%, over the prior year. Gross
profit  margins  increased by 520 basis points,  or 25.4%,  from the prior year,
primarily as a result of the lower raw material costs. Greater production volume
also helped increase the gross profit margin.  The increase in general,  selling
and  administrative  expenses is related to increased  research and  development
expenditures,  the staffing of the Thailand  plant,  higher  occupancy costs and
greater incentive compensation accruals.
<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,
                                --------------------------------------------------------------------------------------
                                                               (Dollars in Thousands)
                                --------------------------------------------------------------------------------------
                                          1999                        1998                       1999 vs. 1998
                                -------------------------     ----------------------      ----------------------------
Minerals                                                                                 $ Change             % Change
<S>                               <C>            <C>          <C>            <C>          <C>                  <C>
Net sales                         $ 117,009      100.0%       $ 122,959      100.0%       $ (5,950)            (4.8%)
Cost of  sales                       91,359       78.1%         101,906       82.9%
   Gross profit                      25,650       21.9%          21,053       17.1%          4,597             21.8%
General, selling and
   administrative expenses           13,222       11.3%          13,545       11.0%           (323)            (2.4%)
   Operating profit                  12,428       10.6%           7,508        6.1%          4,920             65.5%
</TABLE>

     Net sales decreased by $6.0 million,  or 4.8%, from the prior-year  period.
Much of the sales  shortfall  was  accounted for by the absence of sales in 1999
from the U.S.  fuller's earth minerals  business which was sold in April,  1998.
Sales to the U.S.  metalcasting  industry  continue to show improvement over the
prior  year,  offsetting  lower  sales to the oil well and iron ore  pelletizing
sectors.  Gross profit margins improved by 480 basis points, or 28.1%.  Improved
results of the U.K. cat litter  operation and a more profitable U.S. product mix
accounted for the improvement.

<TABLE>
<CAPTION>
                                                           Nine Months Ended September 30,
                                --------------------------------------------------------------------------------------
                                                               (Dollars in Thousands)
                                --------------------------------------------------------------------------------------
                                          1999                        1998                       1999 vs. 1998
                                -------------------------     ----------------------      ----------------------------
Environmental                                                                            $ Change             % Change
<S>                               <C>            <C>          <C>            <C>            <C>                 <C>
Net sales                         $ 84,745       100.0%       $ 77,420       100.0%         $7,325              9.5%
Cost of  sales                      61,258        72.3%         53,369        68.9%
   Gross profit                     23,487        27.7%         24,051        31.1%           (564)            (2.3%)
General, selling and
   Administrative expenses          19,292        22.8%         16,850        21.8%          2,442             14.4%
   Operating profit                  4,195         4.9%          7,201         9.3%         (3,006)           (41.7%)
</TABLE>

     Net sales increased by $7.3 million, or 9.5%. Gross profit margins declined
by 340 basis  points,  or 10.9%,  primarily as a result of lower  margins on the
oil-related  wastewater  treatment  business in non-U.S.  markets,  an inventory
write-down in 1999, and higher sales  allowances in 1999.  General,  selling and
administrative  expenses increased by $2.4 million, or 14.4%,  reflecting higher
international marketing costs and expanded international infrastructure.
<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,
                                --------------------------------------------------------------------------------------
                                                               (Dollars in Thousands)
                                --------------------------------------------------------------------------------------
                                          1999                        1998                       1999 vs. 1998
                                -------------------------     ----------------------      ----------------------------
Transportation                                                                           $ Change             % Change
<S>                               <C>            <C>          <C>            <C>          <C>                  <C>
Net sales                         $ 26,090       100.0%       $ 23,592       100.0%       $  2,498             10.6%
Cost of  sales                      23,208        89.0%         20,836        88.3%
   Gross profit                      2,882        11.0%          2,756        11.7%            126              4.6%
General, selling and
   administrative expenses           1,607         6.2%          1,522         6.5%             85              5.6%
   Operating profit                  1,275         4.8%          1,234         5.2%             41              3.3%
</TABLE>

     Net sales increased $2.5 million,  or 10.6%.  Gross profit margins declined
by 70 basis points, or 6.0%, as a result of lower brokerage margins.

<TABLE>
<CAPTION>
                                                           Nine Months Ended September 30,
                                --------------------------------------------------------------------------------------
                                                               (Dollars in Thousands)
                                --------------------------------------------------------------------------------------
                                          1999                        1998                       1999 vs. 1998
                                -------------------------     ----------------------      ----------------------------
Corporate                                                                                $ Change             % Change
General, selling and
<S>                               <C>                         <C>                         <C>                  <C>
   administrative expenses        $ 12,113                    $  8,682                    $  3,431             39.5%
   Operating loss                  (12,113)                     (8,682)                     (3,431)            39.5%
</TABLE>

     Corporate costs include management  information  systems,  human resources,
investor relations and corporate communications, corporate finance and corporate
governance.  The start-up of the nanocomposite  business is also included in the
corporate costs. The $3.4 million increase in costs is primarily attributable to
higher  professional  fees,  increased  occupancy  costs,  and higher  incentive
compensation accruals.

Three Months Ended September 30, 1999 vs. 1998

     Net sales increased by $5.9 million,  or 4.3%, while gross profit increased
by $6.4 million,  or 21.4%, and operating  profit increased by $4.8 million,  or
40.3%. Net interest expense decreased by $.2 million, or 10.6%, primarily due to
capitalized interest related to the polymer plant being constructed in Thailand.
Other  expenses  amounted  to $.7 million in 1999  compared  with $.3 million in
other income in 1998. Losses on asset  dispositions and currency exchange losses
accounted for the 1999 other expenses.  Net income increased by $2.7 million, or
40.5%, over the prior-year quarter. Earnings were $.34 per diluted share for the
1999 quarter, compared with $.24 per diluted share for the prior-year quarter on
3.6% fewer weighted average shares outstanding.
<PAGE>
                AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS
                                   (Continued)

     A brief discussion by business segment follows:

<TABLE>
<CAPTION>
                                                             Quarter Ended September 30,
                                --------------------------------------------------------------------------------------
                                                               (Dollars in Thousands)
                                --------------------------------------------------------------------------------------
                                          1999                        1998                       1999 vs. 1998
                                -------------------------     ----------------------      ----------------------------
Absorbent Polymers                                                                       $ Change             % Change
<S>                               <C>             <C>         <C>             <C>         <C>                  <C>
Net sales                         $ 63,372        100.0%      $ 53,922        100.0%      $  9,450             17.5%
Cost of  sales                      45,165         71.3%        42,315         78.5%
   Gross profit                     18,207         28.7%        11,607         21.5%         6,600             56.9%
General, selling and
   administrative expenses           4,120          6.5%         3,213          6.0%           907             28.2%
   Operating profit                 14,087         22.2%         8,394         15.5%         5,693             67.8%
</TABLE>

     Net sales increased by $9.5 million,  or 17.5%, over the prior-year period.
Gross profit margins improved by 720 basis points, or 33.5% over the prior year,
primarily  as a  result  of lower  raw  material  costs  and  improved  capacity
utilization.

<TABLE>
<CAPTION>
                                                             Quarter Ended September 30,
                                --------------------------------------------------------------------------------------
                                                               (Dollars in Thousands)
                                --------------------------------------------------------------------------------------
                                          1999                        1998                       1999 vs. 1998
                                -------------------------     ----------------------      ----------------------------
Minerals                                                                                 $ Change             % Change
<S>                               <C>            <C>          <C>            <C>          <C>                    <C>
Net sales                         $ 39,319       100.0%       $ 39,077       100.0%       $    242               .6%
Cost of  sales                      30,380        77.3%         32,267        82.6%
   Gross profit                      8,939        22.7%          6,810        17.4%          2,129             31.3%
General, selling and
   administrative expenses           4,197        10.7%          5,043        12.9%           (846)           (16.8%)
   Operating profit                  4,742        12.0%          1,767         4.5%          2,975            168.4%
</TABLE>

     Net sales  increased by $.2 million,  or .6%, over the  prior-year  period.
Gross profit margins  improved by 530 basis points,  or 30.5%,  as a result of a
more favorable U.S. sales mix and  improvement in the  productivity  of the U.K.
cat litter  operation.  General,  selling  and  administrative  expenses in 1999
decreased by 16.8%.

<TABLE>
<CAPTION>
                                                             Quarter Ended September 30,
                                --------------------------------------------------------------------------------------
                                                               (Dollars in Thousands)
                                --------------------------------------------------------------------------------------
                                          1999                        1998                       1999 vs. 1998
                                -------------------------     ----------------------      ----------------------------
Environmental                                                                            $ Change             % Change
<S>                               <C>             <C>         <C>             <C>         <C>                 <C>
Net sales                         $ 30,866        100.0%      $ 35,179        100.0%      $ (4,313)           (12.3%)
Cost of  sales                      22,518         73.0%        24,524         69.7%
   Gross profit                      8,348         27.0%        10,655         30.3%        (2,307)           (21.7%)
General, selling and
   administrative expenses           6,268         20.3%         6,330         18.0%           (62)            (1.0%)
   Operating profit                  2,080          6.7%         4,325         12.3%        (2,245)           (51.9%)
</TABLE>
                AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS
                                   (Continued)

     Net sales  decreased by $4.3  million,  or 12.3%,  primarily as a result of
lower sales of geosynthetic  clay liners.  Gross profit margins  declined by 330
basis  points,  or 10.9%,  as a result of the lower sales of liner  products and
lower margins on the wastewater treatment business in non-U.S. markets. General,
selling  and  administrative  expenses  for 1999  included  severance  costs for
employees associated with the divested businesses.

<TABLE>
<CAPTION>
                                                             Quarter Ended September 30,
                                --------------------------------------------------------------------------------------
                                                               (Dollars in Thousands)
                                --------------------------------------------------------------------------------------
                                          1999                        1998                       1999 vs. 1998
                                -------------------------     ----------------------      ----------------------------
Transportation                                                                           $ Change             % Change
<S>                               <C>             <C>         <C>             <C>         <C>                   <C>
Net sales                         $  9,761        100.0%      $  9,226        100.0%      $    535              5.8%
Cost of  sales                       8,706         89.2%         8,196         88.8%
   Gross profit                      1,055         10.8%         1,030         11.2%            25              2.4%
General, selling and
   administrative expenses             555          5.7%           522          5.7%            33              6.3%
   Operating profit                    500          5.1%           508          5.5%            (8)            (1.6%)
</TABLE>

     Net sales  revenues  increased  5.8%,  primarily  as a result of  increased
business  unrelated to the  Company's  other  business  activities.  Lower gross
margins reflected increased competition in the brokerage business.

<TABLE>
<CAPTION>
                                                             Quarter Ended September 30,
                                --------------------------------------------------------------------------------------
                                                               (Dollars in Thousands)
                                --------------------------------------------------------------------------------------
                                          1999                        1998                       1999 vs. 1998
                                -------------------------     ----------------------      ----------------------------
Corporate                                                                                $ Change             % Change
General, selling and
<S>                               <C>                         <C>                         <C>                  <C>
   administrative expenses        $  4,699                    $  3,081                    $  1,618             52.5%
   Operating loss                   (4,699)                     (3,081)                     (1,618)            52.5%
</TABLE>

     Higher  professional  fees were the primary cause of the $1.6  million,  or
52.5%, increase in corporate expenses.

Liquidity and Capital Resources

     At September 30, 1999, the Company had  outstanding  debt of $102.7 million
(including  both long- and short-term  debt) and cash of $5.5 million,  compared
with $113.3  million in debt and $2.8 million in cash at December 31, 1998.  The
long-term debt represented 34.6% of total  capitalization at September 30, 1999,
compared with 35.8% at December 31, 1998.
<PAGE>
                AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS
                                   (Continued)

     The Company had a current  ratio of 2.65-to-1 at September  30, 1999,  with
approximately  $102.4  million in working  capital,  compared with 2.21-to-1 and
$90.0 million, respectively, at December 31, 1998.

     During the nine-month  period of 1999, the Company  generated $56.0 million
in cash from  operations,  compared  with $30.9  million for the  previous  year
nine-month  period.  The  Company  paid  dividends  of  $5.4  million,  acquired
property,  plant and equipment and intangible assets totaling $32.3 million, and
repaid debt totaling $10.6 million. These expenditures, plus $1.4 million in net
treasury share transactions, were funded from operations.

     The  Company  had  $54.2  million  in  unused,  committed  credit  lines at
September 30, 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 has
received  responses  from  all  third  parties.   The  implementation  phase  is
substantially complete.

     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.  We have completed
the Year 2000 assessment,  renovation and remediation of the Company's financial
reporting system,  network and  telecommunications  system and personal computer
equipment.

     With  respect to the  Company's  non-information  technology  systems,  the
Company has  evaluated  the presence of imbedded date chips in some of its plant
machinery and  equipment,  and has completed the  renovation or  replacement  as
necessary.

     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  even  though  alternative  power  generators  are being
acquired for these major plants.

     The Company  continues to focus on solutions for the Year 2000 issues,  and
expects to be Year 2000  compliant in a timely  manner.  However,  a contingency
plan has been  completed  to  address  the  Company's  response  should  it,  or
materially  significant third parties, fail to achieve Year 2000 compliance in a
timely manner. In addition,  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.

     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.
<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  AMCOL's  annual  report and other  reports  filed  with the  Securities  and
Exchange Commission.

Item 3: Quantitative and Qualitative Disclosure About Market Risk

     The information required by this item is provided in Footnote 4 "Derivative
Financial Instruments and Market Risks" under Item I.

                           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
          September30, 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:    November 5, 1999     /s/ Larry Washow
                              Larry Washow
                              President and Chief Operating Officer



Date:    November 5, 1999     /s/ Paul G. Shelton
                              Paul G. Shelton
                              Senior Vice President and Chief Financial Officer
<PAGE>
                                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 April 1, 1997, by and between Registrant and Peter L. Maul (12)
   10.9    AMCOL International Corporation Dividend Reinvestment and Stock Purchase Plan (4); as amended (6)
   10.10   AMCOL International Corporation 1993 Stock Plan, as amended and restated (10)
   10.11   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.
   10.12   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.
   10.13   Change in Control Agreement dated August 21, 1996 by and between Registrant and Frank B. Wright, Jr.
           (11)
   10.14   Change in Control Agreement dated February 17, 1998 by and between Registrant and Gary L. Castagna (14)
   10.15   AMCOL International Corporation 1998 Long-Term Incentive Plan (15)
   10.16   Change in Control Agreement dated February 4, 1999 by and between Registrant and Ryan F. McKendrick
           (17)
   27      Financial Data Schedule
</TABLE>
<PAGE>
<TABLE>
<S>        <C>
   (1)     Exhibit is incorporated by reference to the Registrant's Form 10 filed with the Securities and
           Exchange Commission on July 27, 1987.
   (2)     Exhibit is incorporated by reference to the Registrant's Form 10-K filed with the Securities and
           Exchange Commission for the year ended December 31, 1988.
   (3)     Exhibit is incorporated by reference to the Registrant's Form 10-K filed with the Securities and
           Exchange Commission for the year ended December 31, 1993.
   (4)     Exhibit is incorporated by reference to the Registrant's Form 10-K filed with the Securities and
           Exchange Commission for the year ended December 31, 1992.
   (5)     Exhibit is incorporated by reference to the Registrant's Form S-3 filed with the Securities and
           Exchange Commission 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.
</TABLE>