SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-Q/A

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

                 For the quarterly period ended March 31, 2000
                                       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>
<CAPTION>
<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 April 14, 2000
 (Common stock, $.01 par value)                           26,949,038
<PAGE>
Item 5.  Other Information

                AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
             UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

     The following Unaudited Pro Forma Consolidated  Financial Information gives
effect to the  consummation  of AMCOL's sale of its SAP business to BASF and its
proposed  use of proceeds as more fully  described  in AMCOL's  Proxy  Statement
dated May 1, 2000,  as if  consummated:  on March 31,  2000,  in the case of the
Unaudited Pro Forma  Balance  Sheet;  and on January 1,  2000 in the case of the
Unaudited  Pro  Forma  Statements  of  Operations  for the  three  months  ended
March 31, 2000.

     The Unaudited Pro Forma Consolidated Financial Information is presented for
illustrative  purposes  only and  does  not  necessarily  reflect  what  AMCOL's
financial  position  or  results  of  operations  would  have  been if the  sale
transaction  and the proposed use of proceeds had been  consummated on the above
referenced dates, and may not be indicative of AMCOL's future  performance,  nor
does it give effect to any transactions  other than the sale transaction and the
proposed use of proceeds as described  in the Notes to the  Unaudited  Pro Forma
Consolidated  Financial  Information  or  AMCOL's  results of  operations  since
March 31, 2000.

     The  Unaudited  Pro Forma  Balance  Sheet at  March 31,  2000 is based upon
AMCOL's financial position at March 31, 2000. The Unaudited Pro Forma Statements
of  Operations  for the three  months  years ended March 31, 2000 are based upon
AMCOL's results of operations for this three month period.

     The Unaudited Pro Form Consolidated  Financial  Information is qualified in
its  entirety  by, and should be read in  conjunction  with,  AMCOL's  unaudited
consolidated  financial  statements  and  the  notes  thereto  and  Management's
Discussion  and  Analysis  of  Financial  Condition  and  Results of  Operations
included elsewhere in this Quarterly Report on Form 10-Q.
<PAGE>
                AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
             UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
                                  BALANCE SHEET
                              As of March 31, 2000
                                 (in thousands)

<TABLE>
<CAPTION>
                                                                         Reclassify SAP Business
                                                                             To Discontinued        Pro Forma
                                                             Historical       Operations (E)        Adjustment        Pro Forma
Current assets:
<S>                                                           <C>               <C>                 <C>                <C>
  Cash and cash equivalents                                   $   5,467         $     844           $   1,926    (K)   $  8,237
  Accounts receivable:
     Trade, net                                                  93,769           (47,682)                  -            46,087
     Other                                                        4,927            (2,347)                  -             2,580
  Inventories                                                    47,506           (14,886)                  -            32,620
  Prepaid expenses                                                7,239              (243)             (1,926)   (K)      5,070
  Current deferred tax asset                                      6,924              (541)                  -             6,383
  Net current assets of discontinued operations                       -            41,660             (41,660)   (H)          -
Total current assets                                            165,832           (23,195)            (41,660)          100,977

Investment in and advances to joint ventures                     10,064                 -                   -            10,064

Property, plant, equipment and mineral rights and reserves:
  Land and mineral rights and reserves                           12,884            (2,388)                  -            10,496
  Depreciable assets                                            340,222          (154,323)                  -           185,899
                                                                353,106          (156,711)                  -           196,395
  Less accumulated depreciation                                 184,225           (76,372)                  -           107,853
                                                                168,881           (80,339)                  -            88,542

Other assets:
  Goodwill and other intangible assets, net                         522                 -                   -               522
  Long-term prepayments and other assets                          2,091              (936)                  -             1,155
  Deferred tax asset                                                321                 -               3,356    (J)      3,677

Net non-current assets of discontinued operations                     -            79,638             (79,638)   (H)          -

Total assets                                                  $ 347,711         $ (24,832)          $(117,942)         $204,937

Current liabilities:
  Current maturities of long-term obligations                 $      22         $       -           $       -          $     22
  Accounts payable                                               16,857            (6,811)                  -            10,046
  Accrued income taxes                                            6,791            (4,133)                  -             2,658
  Accrued liabilities                                            32,417           (12,251)                  -            20,166
Total current liabilities                                        56,087           (23,195)                  -            32,892

Long-term debt                                                   91,529                 -             (41,098)   (C)     50,431

Deferred income tax liabilities                                       -            (3,356)              3,356    (J)          -
Other liabilities                                                 9,549              (297)                  -             9,252
                                                                  9,549            (3,653)              3,356             9,252

Stockholders' equity:
  Common stock                                                      320                 -                   -               320
  Additional paid-in-capital                                     76,646                 -                   -            76,646
  Foreign currency translation adjustment                        (3,099)            2,016                   -            (1,083)
  Retained earnings                                             146,122                 -             313,681    (B)    459,803
  Distribution to stockholders                                        -                 -            (393,881)   (A)   (393,881)
  Treasury stock                                                (29,443)                -                   -           (29,443)
Total stockholders' equity                                      190,546             2,016             (80,200)          112,362

Total liabilities and stockholders' equity                    $ 347,711         $ (24,832)          $(117,942)         $204,937
</TABLE>
<PAGE>
                AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
             UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
                             STATEMENT OF OPERATIONS

                        Three Months Ended March 31, 2000
               (in thousands, except share and per share amounts)

<TABLE>
<CAPTION>
                                                                              Reclassify SAP
                                                                               Business to
                                                                               Discontinued          Pro Forma
                                                              Historical        Operation            Adjustment       Pro Forma
<S>                                                         <C>                 <C>                     <C>          <C>
Net sales                                                   $     119,020       $ (50,442)     (E)      $   -        $      68,578
Cost of sales                                                      91,639         (39,967)     (E)          -               51,672
     Gross profit                                                  27,381         (10,475)                  -               16,906

General, selling and administrative expenses                       17,132          (4,135)     (E)          -               12,997
Write down of impaired assets                                           -               -                   -                    -

Operating profit (loss)                                            10,249          (6,340)                  -                3,909

Other income (expense):
     Interest expense, net                                         (1,180)           (280)     (E)        875     (F)         (585)
     Other, net                                                       (77)             26      (E)          -                  (51)
Total other income (expense)                                       (1,257)           (254)                875                 (636)

Income (loss) before income taxes and joint ventures                8,992          (6,594)                875                3,273
     Income taxes                                                   3,385          (2,482)     (I)        329     (G)        1,232
Income (loss) before joint ventures                                 5,607          (4,112)                546                2,041
Equity interests in income of joint ventures                          130               -                   -                  130

Income (loss) from continuing operations                    $       5,737       $  (4,112)              $ 546          $     2,171

Weighted average common shares                                 26,908,449                                               26,908,449
Weighted average common and common
     equivalent shares                                         27,429,410                                               27,429,410

Earnings per share:
     Basic                                                  $       0.21                                               $      0.08
     Diluted                                                $       0.21                                               $      0.08
</TABLE>
<PAGE>
         Notes to Unaudited Pro Forma Consolidated Financial Information

(A)  For  proforma  purposes  at March  31,  2000,  the  total  distribution  to
     stockholders  is  calculated  below.  The sales  price is net of  estimated
     transaction costs of $12,400,000. (L).

          (in thousands, except share and per share information)
     Sales price, net of estimated transaction costs       $    644,100   (C)
     Less intercompany indebtedness                              41,098
     Net cash proceeds                                          603,002
     Income taxes                                               209,121
     Distribution to stockholders                          $    393,881
     Common stock outstanding                                26,949,038
     Distribution per share                                $      14.62

     The  distribution  per share was calculated  based on the factors set forth
     above, including the amount of intercompany  indebtedness and the number of
     shares of common stock  outstanding at March 31, 2000. The actual amount of
     any  distribution  will  be  determined  after  the  closing  of  the  sale
     transaction  and will be based on the  amount  of  indebtedness  of the SAP
     Business to be repaid and the number of shares of common stock  outstanding
     at the  time  of  distribution.  The  number  of  shares  of  common  stock
     outstanding  will  increase  in the event an AMCOL  director  or  employees
     exercise  vested  outstanding  options  prior  to the  record  date  of the
     distribution.  The  actual  amount  of  any  distribution  will  likely  be
     different from the amount indicated above.

(B)  For pro forma purposes at March 31, 2000,  gain on sale of the SAP Business
     and resulting effect on equity is calculated below.


           (in thousands, except share and per share information)
     Sales price, net of transaction costs                  $  644,100
     Net investment in SAP Business                            121,298
     Gain before income taxes                                  522,802
     Income taxes                                              209,121    (D)
     Net gain on sale                                          313,681
     Distribution to stockholders                              393,881
     Net decrease in equity                                 $  (80,200)

(C)  The  intercompany  indebtedness  as of the date of closing  will reduce the
     cash  received  on the  date of  closing  but  will be paid by BASF the day
     following the closing date.  This amount will be used to repay a portion of
     the AMCOL's  long-term debt and could vary based on the indebtedness  level
     at the closing date. As of March 31, 2000 the intercompany indebtedness was
     $41,098,000.  Increases  or  decreases  in this amount  from the  pro-forma
     amount to the actual amount will proportionately effect interest expense in
     future  periods,  as this amount will directly  reduce  long-term debt. For
     every  $1,000,000  of  additional  debt as of the  date of  closing  annual
     interest expense in future periods will decrease by $68,000.

(D)  Tax expense for federal and state  purposes is  calculated at the effective
     statutory rate at March 31, 2000 of 40%.

(E)  To reclassify the SAP business as a  discontinued  operation as a result of
     the proposed sale of the business.

(F)  To record  reduction  in interest  expense  arising  from the  repayment of
     indebtedness  using the funds received from BASF to settle the intercompany
     liability, as discussed in Note C. The reduction in interest expense is the
     intercompany interest for the three months ended March 31, 2000.

(G)  To record income tax benefit  attributable  to  adjustment  (F) at the 2000
     effective rate of 37.64%.

(H)  To remove the net assets of the SAP business.
<PAGE>
   Notes to Unaudited Pro Forma Consolidated Financial Information (continued)

(I)  To reclassify the SAP business as a  discontinued  operation as a result of
     the proposed  sale of the business.  The  difference in the income taxes of
     the SAP business in the  unaudited  statements  of operations is due to the
     additional  expenses  related  to  intercompany   royalties,   intercompany
     interest,  corporate  allocations  and the use of a different tax rate. The
     tax rate  used in the  pro-forma  financial  statements  is a  consolidated
     effective  tax rate  whereas the tax rate used in the  unaudited  financial
     statements  of the SAP  business  is the  effective  tax  rate  for the SAP
     business.

(J)  To reclassify the net deferred tax asset.

(K)  To record the recovery of deferred transaction-related costs from the gross
     proceeds of the proposed sale.

(L)  AMCOL  intends to use the  proceeds  from the sale to reduce its  long-term
     debt. As a result of the prepayment,  AMCOL will incur prepayment penalties
     of approximately $1,300,000,  which will be expensed when incurred and have
     a tax effect of $520,000 (D). The prepayment penalty is not included in the
     transaction  costs of  $12,400,000  and is not  considered  in the proforma
     presentation.
<PAGE>
               UNAUDITED FINANCIAL STATEMENTS OF THE SAP BUSINESS

     The following are the unaudited  comparative  financial  statements for the
SAP  business.  The  unaudited  financial  statements  have  been  derived  from
historical  financial  data of AMCOL  and  include  a  balance  sheet of the SAP
business as of March 31, 2000, and the related statements of operations and cash
flows  for  the  three  month  period  ending  March 31,  2000.  This  financial
information does not necessarily reflect what the financial position and results
of operations of the SAP business would have been if such business were operated
as a  separate,  stand-alone  entity for the periods  presented,  and may not be
indicative of the future performance of the SAP business.

     The  unaudited  financial  statements  of the SAP business are qualified in
their entirety by, and should be read in  conjunction  with,  AMCOL's  unaudited
consolidated  financial  statements  and  the  notes  thereto  and  Management's
Discussion  and  Analysis  of  Financial  Condition  and  Results of  Operations
included elsewhere in this Quarterly Report on Form 10-Q.
<PAGE>
                                  SAP BUSINESS
                                  BALANCE SHEET
                                   (Unaudited)
                                 (in thousands)

<TABLE>
<CAPTION>
                                     ASSETS                                       March 31, 2000

Current assets:
<S>                                                                                 <C>
  Cash and cash equivalents                                                         $    (844)
  Accounts receivable:
     Trade, less allowance for doubtful accounts of $1,836                             47,682
     Other                                                                              2,347
  Inventories                                                                          14,886
  Prepaid expenses                                                                        243
  Current deferred tax asset                                                              541
Total current assets                                                                   64,855

Investment in and advances to joint ventures                                                -

Property, plant, equipment and mineral rights and reserves:
  Land and mineral rights and reserves                                                  2,388
  Depreciable assets                                                                  154,323
                                                                                      156,711
  Less accumulated depreciation                                                        76,372
                                                                                       80,339

Long-term prepayments                                                                     936

Total assets                                                                        $ 146,130

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Notes payable and current maturities of long-term obligations                     $       -
  Accounts payable                                                                      6,811
  Accrued income taxes                                                                  4,133
  Accrued liabilities                                                                  12,251
  Due to AMCOL                                                                         41,098
Total current liabilities                                                              64,293

Deferred income tax liabilities                                                         3,356
Other liabilities                                                                         297
                                                                                        3,653
Stockholders' equity:
  Common stock                                                                         13,135
  Additional paid-in-capital                                                            2,235
  Retained earnings                                                                    64,830
  Cumulative translation adjustment                                                    (2,016)
                                                                                       78,184

Total liabilities and stockholders' equity                                          $ 146,130
</TABLE>

            See accompanying notes to unaudited financial statements.

<PAGE>
                                  SAP BUSINESS
                             STATEMENT OF OPERATIONS
                                   (Unaudited)
                                 (in thousands)

<TABLE>
<CAPTION>
                                                                                   Three Months Ended
                                                                                     March 31, 2000

<S>                                                                                      <C>
Net sales                                                                                $ 50,442
Cost of sales                                                                              39,967
     Gross profit                                                                          10,475

General, selling and administrative expenses                                                4,135
Write down of intangible and long-term assets                                                   -
Operating profit                                                                            6,340

Other income (expense):
     Intercompany interest expense                                                           (875)
     Other interest income, net                                                               280
     Intercompany royalties                                                                  (399)
     Other, net                                                                               (26)
                                                                                           (1,020)

Income before allocations                                                                   5,320
     Corporate allocations                                                                   (635)
Income before income taxes and minority interest                                            4,685
     Income taxes                                                                           1,874
Net income                                                                               $  2,811

Retained earnings at the beginning of the period                                         $ 62,019
Dividends paid                                                                                  -
Retained earnings at the end of the period                                               $ 64,830
</TABLE>

            See accompanying notes to unaudited financial statements.
<PAGE>
                                  SAP BUSINESS
                             STATEMENT OF CASH FLOWS
                                   (Unaudited)
                                 (in thousands)


<TABLE>
<CAPTION>
                                                                                   Three Months Ended
                                                                                     March 31, 2000

Cash flows from operating activities:
<S>                                                                                      <C>
     Net income                                                                          $  2,811
     Adjustment to reconcile net income to net cash provided
     by operating activities:
         Depreciation and amortization                                                      4,006
         Loss on sale or transfer of depreciable assets                                         -
         Changes in assets and liabilities:
             (Increase) decrease in:
                  Accounts receivable                                                       4,731
                  Inventories                                                              (5,171)
                  Prepaid expenses                                                           (238)
                  Deferred income taxes                                                         -
                  Accounts payable                                                         (3,069)
                  Accrued income taxes                                                     (1,130)
                  Accrued liabilitities                                                     2,659
                  Other liabilities                                                           551

                      Net cash used in operating activities                                 5,150

Cash flows from investing activities:
     Acquisition of depreciable assets                                                     (1,735)
     Investment in/advance to subsidiary                                                        -
     Foreign currency                                                                           7

                      Net cash used in investing activities                                (1,728)

Cash flows from financing activities:
     Payment of cash dividends                                                                  -
     Issuance of notes payable                                                                  -
     Payment of notes payable                                                                (936)
     Net payments to AMCOL                                                                 (3,191)

                      Net cash provided by financing activities                            (4,127)

                      Net increase in cash and cash equivalents                              (705)

                      Cash and cash equivalents at the beginning of period                   (139)

                      Cash and cash equivalents at the end of period                     $   (844)
</TABLE>

            See accompanying notes to unaudited financial statements.
<PAGE>
                                  SAP BUSINESS
                     NOTES TO UNAUDITED FINANCIAL STATEMENTS
                                 (In thousands)


Note 1: BASIS OF PRESENTATION

     The financial  information  included herein has been prepared by management
without audit. 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 and all such  adjustments  are of a
normal recurring nature.


Note 2: INVENTORIES

     Inventories  are valued at the lower of cost or market.  Cost is determined
by the first-in,  first-out method.  The composition of inventories at March 31,
2000, was as follows:

                                                                March 31, 2000
Finished Product Inventory                                            $  10,914
Stores Inventory                                                          3,972
                                                                      $  14,886

Note 3:  CORPORATE ALLOCATIONS

     Corporate   allocations   include   certain   expenses  of  the   corporate
headquarters,  including  salaries and benefits of AMCOL's officers,  as well as
costs  associated  with  AMCOL's  corporate  accounting,   human  resources  and
information technology functions,  which were incurred for the benefit of all of
AMCOL's  operating  units.  Such costs have been  allocated  to the SAP business
based  on the  relationships  of the  sales,  fixed  assets  and  headcount,  as
appropriate,  of the SAP  business  to  that of  AMCOL  as a  whole.  Management
believes that the methods used to allocate these  corporate  expenses to the SAP
business are reasonable.
<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:  May 3, 2000           /s/ Lawrence E. Washow
                             Lawrence E. Washow
                             President and Chief Operating Officer



Date:  May 3, 2000           /s/ Paul  G. Shelton
                             Paul G. Shelton
                             Senior Vice President and Chief Financial Officer
                             and Principal Accounting Officer