UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------

                                    FORM 10-Q

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

For the quarterly period ended     March 31, 2004
                                       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)

           Delaware                                     36-0724340
---------------------------------                   -------------------
  (State or other jurisdiction                        (IRS Employer
of incorporation or organization)                   Identification No.)

    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  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12(b)-2 of the Exchange Act).

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, 2004
------------------------------                     -----------------------------
(Common stock, $.01 par value)                          29,294,893 Shares


<PAGE>

                         AMCOL INTERNATIONAL CORPORATION

                                      INDEX

                                                                        Page No.
                                                                        --------

Part I - Financial Information
------------------------------

      Item 1    Financial Statements
                Condensed Consolidated Balance Sheets -
                March 31, 2004 and December 31, 2003                          1

                Condensed Consolidated Statements of Operations -
                three months ended March 31, 2004 and 2003                    2

                Condensed Consolidated Statements of Comprehensive
                Income - three months ended March 31, 2004 and 2003           2

                Condensed Consolidated Statements of Cash Flows -
                three months ended March 31, 2004 and 2003                    3

                Notes to Condensed Consolidated Financial Statements          4


      Item 2    Management's Discussion and Analysis of Financial
                Condition and Results of Operations                           9

      Item 3    Quantitative and Qualitative Disclosures
                About Market Risk                                            14

      Item 4    Controls and Procedures                                      14

Part II - Other Information
---------------------------

      Item 2e   Company Repurchases of Company Stock                         15

      Item 6    Exhibits and Reports on Form 8-K                             15


<PAGE>

                AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (In thousands)

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------
                                       ASSETS                                             March 31,          December 31,
                                                                                            2004                2003
                                                                                        (unaudited)               *
-------------------------------------------------------------------------------------------------------------------------
<S>                                                                                      <C>                  <C>
Current assets:
  Cash                                                                                   $ 10,419             $ 13,525
  Accounts receivable, net                                                                 76,948               60,997
  Inventories                                                                              51,234               46,182
  Prepaid expenses                                                                          8,453                5,858
  Current deferred tax assets                                                               4,337                3,289
  Income taxes receivable                                                                   8,097                8,445
                                                                                         --------             --------
    Total current assets                                                                  159,488              138,296
                                                                                         --------             --------

Investment in and advances to joint ventures                                               13,166               13,068
                                                                                         --------             --------

Property, plant, equipment, and mineral rights and reserves:

  Land and mineral rights                                                                  10,682               10,275
  Depreciable assets                                                                      232,299              226,221
                                                                                         --------             --------
                                                                                          242,981              236,496
Less: accumulated depreciation                                                            154,926              149,500
                                                                                         --------             --------
                                                                                           88,055               86,996
                                                                                         --------             --------
Other assets:
  Goodwill                                                                                 16,128                5,633
  Intangible assets, net                                                                      811                1,345
  Other assets                                                                              9,705                8,649
  Deferred tax assets                                                                       4,550                4,790
                                                                                         --------             --------
                                                                                           31,194               20,417
                                                                                         --------             --------
                                                                                         $291,903             $258,777
                                                                                         ========             ========
-------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------
                        LIABILITIES AND STOCKHOLDERS' EQUITY                              March 31,          December 31,
                                                                                            2004                2003
                                                                                        (unaudited)               *
-------------------------------------------------------------------------------------------------------------------------
<S>                                                                                      <C>                  <C>
Current liabilities:
  Notes payable                                                                          $  1,231             $    844
  Accounts payable                                                                         25,130               20,365
  Accrued liabilities                                                                      26,627               25,162
                                                                                         --------             --------
    Total current liabilities                                                              52,988               46,371
                                                                                         --------             --------

Long-term debt                                                                             29,712                9,006
                                                                                         --------             --------

Minority interests in subsidiaries                                                            118                  116
Other liabilities                                                                          19,236               18,386
                                                                                         --------             --------
                                                                                           19,354               18,502
                                                                                         --------             --------
Stockholders' equity:
  Common stock                                                                                320                  320
  Additional paid in capital                                                               67,690               67,513
  Retained earnings                                                                       128,662              125,627
  Accumulated other comprehensive income                                                    9,303                8,372
                                                                                         --------             --------
                                                                                          205,975              201,832
Less:

  Treasury stock                                                                           16,126               16,934
                                                                                         --------             --------
                                                                                          189,849              184,898
                                                                                         --------             --------
                                                                                         $291,903             $258,777
                                                                                         ========             ========
-------------------------------------------------------------------------------------------------------------------------
</TABLE>

*     Condensed from audited financial statements.

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


                                       1
<PAGE>

                AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
               (In thousands, except share and per share amounts)

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                          Three Months Ended
                                                                                                               March 31,
                                                                                                ------------------------------------
                                                                                                     2004                  2003
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                             <C>                    <C>
Net sales                                                                                       $    101,967           $     79,467
Cost of sales                                                                                         77,431                 60,843
                                                                                                ------------           ------------
  Gross profit                                                                                        24,536                 18,624
General, selling and administrative expenses                                                          17,296                 14,294
                                                                                                ------------           ------------
  Operating profit                                                                                     7,240                  4,330
                                                                                                ------------           ------------
Other income (expense):

  Interest expense, net                                                                                  (79)                   (80)
  Other, net                                                                                              43                     32
                                                                                                ------------           ------------
                                                                                                         (36)                   (48)
                                                                                                ------------           ------------
  Income before income taxes and equity                                                                7,204                  4,282
    in income of joint ventures
Income tax expense                                                                                     2,269                  1,455
                                                                                                ------------           ------------
  Income before equity in income of                                                                    4,935                  2,827
    joint ventures
Income from joint ventures                                                                               148                    103
                                                                                                ------------           ------------
Net income                                                                                      $      5,083           $      2,930
                                                                                                ============           ============

Weighted average common shares outstanding                                                        29,092,656             27,994,263
                                                                                                ============           ============

Weighted average common and common equivalent shares outstanding                                  30,986,319             29,746,227
                                                                                                ============           ============

Basic earnings per share                                                                        $       0.17           $       0.10
                                                                                                ============           ============

Diluted earnings per share                                                                      $       0.16           $       0.10
                                                                                                ============           ============

Dividends declared per share                                                                    $      0.070           $      0.030
                                                                                                ============           ============
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

            CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                                   (Unaudited)
                                 (In thousands)

--------------------------------------------------------------------------------
                                                            Three Months Ended
                                                                March 31,
                                                          ----------------------
                                                           2004           2003
--------------------------------------------------------------------------------
Net income                                                $ 5,083       $ 2,930
Other comprehensive income (loss):
  Reclassification of prior service cost                     (410)           --
  Foreign currency translation adjustment                   1,341        (1,546)
                                                          -------       -------
Comprehensive income                                      $ 6,014       $ 1,384
                                                          =======       =======
--------------------------------------------------------------------------------

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


                                       2
<PAGE>

                AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                 (In thousands)

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                            Three Months Ended
                                                                                                                 March 31,
                                                                                                        ----------------------------
                                                                                                          2004               2003
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                                     <C>                <C>
Cash flow from operating activities:
  Net income                                                                                            $  5,083           $  2,930
  Adjustments to reconcile from net income to net cash
  used in operating activities:
    Depreciation, depletion, and amortization                                                              5,091              4,492
    Changes in assets and liabilities, net of effects of acquisitions:
      Increase in current assets                                                                         (16,380)            (8,464)
      Increase in noncurrent assets                                                                       (1,408)              (863)
      Increase (decrease) in current liabilities                                                           2,783             (2,833)
      Increase  (decrease) in noncurrent liabilities                                                         824               (139)
      Other                                                                                                  799                136
                                                                                                        --------           --------
        Net cash used in operating activities                                                             (3,208)            (4,741)
                                                                                                        --------           --------
Cash flow from investing activities:

  Acquisition of land, mineral rights, and depreciable assets                                             (3,242)            (3,489)
  Acquisitions, net of cash                                                                              (13,221)                --
  Other                                                                                                      770                115
                                                                                                        --------           --------
        Net cash used in investing activities                                                            (15,693)            (3,374)
                                                                                                        --------           --------
Cash flow from financing activities:
  Net change in outstanding debt                                                                          17,138              4,171
  Proceeds from sales of treasury stock                                                                      504                528
  Purchases of treasury stock                                                                               (196)              (315)
  Dividends paid                                                                                          (2,047)              (841)
                                                                                                        --------           --------
        Net cash provided by financing activities                                                         15,399              3,543
                                                                                                        --------           --------
Effect of foreign currency rate changes on cash                                                              396               (857)
                                                                                                        --------           --------
Net decrease in cash and cash equivalents                                                                 (3,106)            (5,429)
                                                                                                        --------           --------
Cash and cash equivalents at beginning of period                                                          13,525             15,597
                                                                                                        --------           --------
Cash and cash equivalents at end of period                                                              $ 10,419           $ 10,168
                                                                                                        ========           ========
Supplemental disclosures of cash flow information:
Cash paid for:
  Interest                                                                                              $     85           $    114
                                                                                                        ========           ========
  Income taxes                                                                                          $  1,056           $  2,180
                                                                                                        ========           ========
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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


                                       3
<PAGE>

                AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)
               (In thousands, except share and per share amounts)

Note 1: BASIS OF PRESENTATION

      The financial  information included herein has been prepared by management
and,  other than the  condensed  consolidated  balance  sheet as of December 31,
2003, is unaudited.  The condensed consolidated balance sheet as of December 31,
2003  has  been  derived  from,  but does  not  include  all of the  disclosures
contained in, the audited  consolidated  financial statements for the year ended
December 31, 2003. The  information  furnished  herein  includes all adjustments
that are, in the opinion of  management,  necessary for a fair  statement of the
results of  operations  and cash flows for the interim  periods  ended March 31,
2004 and 2003,  and the financial  position of the Company as of March 31, 2004,
and all such adjustments are of a normal recurring nature. Management recommends
the  accompanying  condensed  consolidated  financial  information  be  read  in
conjunction  with  the  consolidated  financial  statements  and  related  notes
included in the Company's 2003 Annual Report on Form 10-K, which accompanies the
2003 Corporate Report.

      The  results  of  operations  for  interim  periods  are  not  necessarily
indicative of the results to be expected for the full years.

      In June 2001,  the  Financial  Accounting  Standards  Board (FASB)  issued
Statement of Financial  Accounting  Standards  (SFAS) No. 143,  "Accounting  for
Asset Retirement Obligations" ("SFAS 143"), which addresses financial accounting
and reporting for legal  obligations  associated with the retirement of tangible
long-lived assets and the related asset retirement costs. SFAS 143 requires that
the fair value of a liability for an asset  retirement  obligation be recognized
in the period in which it is incurred if a reasonable estimate of fair value can
be made. The fair value of the liability is added to the carrying  amount of the
associated  asset and this additional  carrying  amount is depreciated  over the
life of the asset. Subsequent to the initial measurement of the asset retirement
obligation,  the obligation is adjusted at the end of each period to reflect the
passage of time and changes in the estimated  future cash flows  underlying  the
obligation.  The  Company  adopted  SFAS No.  143 as of  January  1,  2003,  and
determined that no material  adjustments were required to the amounts previously
recorded.  At March 31, 2004 the Company's recorded  reclamation  obligation was
$5,382.  During the quarter ended March 31, 2004,  the obligation was reduced by
$47 due to  payments  made in  relation to normal  mining  activities  offset by
accretion and recognition of additional obligations resulting from normal mining
activities.

Note 2: INVENTORIES

      Inventories  at March 31, 2004 have been valued  using the same methods as
at December 31,  2003.  The  composition  of  inventories  at March 31, 2004 and
December 31, 2003, was as follows:

--------------------------------------------------------------------------------
                                                 March 31,      December 31,
                                                   2004            2003
--------------------------------------------------------------------------------
  Advance mining                                 $ 2,423         $ 2,605
  Crude stockpile inventories                     12,865          14,410
  In-process inventories                          21,594          14,190
  Other raw material, container, and
    supplies inventories                          14,352          14,977
                                                 -------         -------
                                                 $51,234         $46,182
                                                 =======         =======
--------------------------------------------------------------------------------


                                       4
<PAGE>

                AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)
               (In thousands, except share and per share amounts)
                                   (Continued)

Note 3: EARNINGS PER SHARE

      Basic  earnings  per share were  computed  by  dividing  net income by the
weighted average number of common shares outstanding during each period. Diluted
earnings per share were computed by dividing net income by the weighted  average
common shares  outstanding  after  consideration of the dilutive effect of stock
options  outstanding  during each period.  As of March 31, 2004, the cost of all
the outstanding stock options were below the current market price.

--------------------------------------------------------------------------------
                                                          Three Months Ended
                                                               March 31,
                                                        ------------------------
                                                           2004        2003
--------------------------------------------------------------------------------
  Weighted average of common shares outstanding         29,092,656  27,994,263
  Dilutive impact of stock options                       1,893,663   1,751,964
                                                        ----------  ----------
  Weighted average of common and common equivalent      30,986,319  29,746,227
    shares for the period
                                                        ==========  ==========
  Common shares outstanding                             29,281,608  28,100,045
                                                        ==========  ==========
--------------------------------------------------------------------------------

Note 4: BUSINESS SEGMENT INFORMATION

      The  Company  operates  in  two  major  industry  segments:  minerals  and
environmental. The Company also operates a transportation business. The minerals
segment  mines,  processes  and  distributes  clays and  products  with  similar
applications  to various  industrial  and consumer  markets.  The  environmental
segment processes and distributes  clays and products with similar  applications
for use as a moisture barrier in commercial construction, landfill liners and in
a variety of other industrial and commercial  applications.  The  transportation
segment includes a long-haul trucking business and a freight brokerage business,
which provide services to both the Company's plants and outside customers.

      The Company identifies segments based on management responsibility and the
nature of the business activities of each component of the Company. Intersegment
sales are insignificant, other than intersegment shipping, which is disclosed in
the following table. The Company measures segment performance based on operating
profit.  Operating  profit is defined  as sales less cost of sales and  general,
selling and administrative expenses related to a segment's operations. The costs
deducted to arrive at operating profit do not include interest or income taxes.

      Segment  assets are those assets used in the Company's  operations in that
segment. Corporate assets include cash and cash equivalents, corporate leasehold
improvements,   the  nanocomposite  plant  investment  and  other  miscellaneous
equipment.


                                       5
<PAGE>

                AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)
               (In thousands, except share and per share amounts)
                                   (Continued)

      The  following  summaries  set  forth  certain  financial  information  by
business  segment for the three  months  ended March 31, 2004 and 2003 and as of
March 31, 2004 and December 31, 2003.

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------
                                                                                                   Three Months Ended
                                                                                                         March 31,
                                                                                           ---------------------------------
                                                                                                  2004               2003
----------------------------------------------------------------------------------------------------------------------------
<S>                                                                                        <C>                <C>
  Business Segment:
    Revenues:
      Minerals                                                                             $       64,055     $      50,177
      Environmental                                                                                31,767            23,489
      Transportation                                                                                9,332             8,797
      Intersegment shipping                                                                        (3,187)           (2,996)
                                                                                           --------------     -------------
        Total                                                                              $      101,967     $      79,467
                                                                                           ==============     =============

    Operating profit (loss):
      Minerals                                                                             $        7,435     $       4,917
      Environmental                                                                                 3,079             2,383
      Transportation                                                                                  386               376
     Corporate                                                                                     (3,660)           (3,346)
                                                                                           --------------     -------------
        Total                                                                              $        7,240     $       4,330
                                                                                           ==============     =============

                                                                                           March 31, 2004     Dec. 31, 2003
                                                                                           ==============     =============
    Assets:
      Minerals                                                                             $      153,909     $     144,973
      Environmental                                                                               106,867            82,453
      Transportation                                                                                2,604             1,891
      Corporate                                                                                    28,523            29,460
                                                                                           --------------     -------------
        Total                                                                              $      291,903     $     258,777
                                                                                           ==============     =============
----------------------------------------------------------------------------------------------------------------------------
</TABLE>

      At March 31, 2004 and December 31, 2003, goodwill for the minerals segment
was $5,096 and $5,394;  and for the environmental  segment was $11,032 and $239.
The purchase  price  allocation of  acquisitions  made within the past 12 months
have not been finalized as management is in the process of determining  the fair
values of the acquired assets and liabilities.

Note 5: STOCK OPTION PLANS

      Prior to 2003,  the  Company  accounted  for its fixed plan stock  options
under the recognition and measurement  provisions of Accounting Principles Board
Opinion  No.  25,  Accounting  for  Stock  Issued  to  Employees,   and  related
Interpretations.  No stock-based employee compensation cost was reflected in net
income prior to 2003,  as all options  granted under those plans had an exercise
price equal to the market  value of the  underlying  common stock on the date of
grant. Effective January 1, 2003, the Company adopted the fair value recognition
provisions of SFAS No. 123,  Accounting for  Stock-Based  Compensation,  and had
elected to apply these provisions prospectively, in accordance with SFAS No.


                                       6
<PAGE>

                AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)
               (In thousands, except share and per share amounts)
                                   (Continued)

148,  Accounting  for  Stock-Based  Compensation-amendment  to SFAS 123,  to all
employee  awards  granted,  modified,  or settled after January 1, 2003.  Awards
under the Company's plans vest over three years. Therefore,  the cost related to
stock-based  employee  compensation  included in the determination of net income
for 2003 and 2004 will be less than that which would have been recognized if the
fair value  based  method had been  applied  to all  awards  since the  original
effective  date of  Statement  No.  123.  Results  for prior years have not been
restated.

      The following table  illustrates the effect on net income and earnings per
share if the fair value based  method had been  applied to all  outstanding  and
unvested awards in each period.

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------
                                                                                                   Three Months Ended
                                                                                                         March 31,
                                                                                                ------------------------------
                                                                                                    2004             2003
-----------------------------------------------------------------------------------------------------------------------------
  <S>                                                                                             <C>              <C>
  Net income, as reported                                                                         $ 5,083          $ 2,930
  Add:   Stock-based employee compensation expense included in
      reported net income, net of related tax effects                                                 332               66
  Deduct:  Total stock-based employee compensation expense
      determined under fair value based method for all awards,
      net of related tax effects                                                                     (406)            (270)
                                                                                                  -------          -------
  Pro forma net income                                                                            $ 5,009          $ 2,726
                                                                                                  =======          =======

  Earnings per share:

  Basic - as reported                                                                             $  0.17          $  0.10
  Basic - pro forma                                                                               $  0.17          $  0.10

  Diluted - as reported                                                                           $  0.16          $  0.10
  Diluted - pro forma                                                                             $  0.16          $  0.09
-----------------------------------------------------------------------------------------------------------------------------
</TABLE>

Note 6: COMPONENTS OF PENSION AND OTHER RETIREMENT BENEFIT COST

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------
                                                                                                    Three Months Ended
                                                                                                          March 31,
                                                                                                 ----------------------------
                                                                                                    2004             2003
-----------------------------------------------------------------------------------------------------------------------------
<S>                                                                                                 <C>              <C>
  Service cost                                                                                      $ 362            $ 332
  Interest cost                                                                                       457              438
  Expected return on plan assets                                                                     (484)            (394)
  Amortization of transition (asset) / obligation                                                     (34)             (34)
  Amortization of prior service cost                                                                    7                7
  Amortization of net (gain) loss                                                                      --               17
                                                                                                    -----            -----
  Net periodic benefit cost                                                                         $ 308            $ 366
                                                                                                    =====            =====
-----------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       7
<PAGE>

                AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)
               (In thousands, except share and per share amounts)
                                   (Continued)

Employer Contributions

      The Company previously  disclosed in its financial statements for the year
ended  December  31,  2003,  that it  expected to  contribute  $1 million to its
pension plan in 2004.  As of March 31,  2004,  that full  contribution  has been
made.

Note 7: ACQUISITIONS

      The Company  acquired  all of the  outstanding  stock in two  individually
insignificant acquisitions during the period ended March 31, 2004. Net cash paid
and notes  payable  were  $13,221.  Goodwill was  $10,620.  These  acquisitions,
individually and in aggregate, did not materially affect the Company's operating
results or  financial  position in the periods  presented.  The  purchase  price
allocation  of  acquisitions  made  within  the  past 12  months  have  not been
finalized as management is in the process of determining  the fair values of the
acquired assets and liabilities assumed.


                                       8
<PAGE>

            Item 2: AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS

      Following is a discussion and analysis that describes certain factors that
have affected,  and may continue to affect, our financial position and operating
results.  This  discussion  should  be  read  with  the  accompanying  condensed
consolidated financial statements.

Results of operations (in millions):

Net sales:                        2004            2003         % Change
                                  ----            ----         --------
                                $ 102.0         $ 79.5            28%

      Our minerals segment  represented 63% of net sales reported in the quarter
and 62% of the growth over the prior year period.  Environmental  segment  sales
represented  31% of the total and 37% of the increase  over the first quarter of
2003.  Transportation  segment  revenues  represented  6% of  net  sales,  after
eliminating intersegment sales, and 1% of the increase over the first quarter of
2003.  Net sales  from  businesses  acquired  since the  second  quarter of 2003
accounted for approximately 23% of the growth over the prior year period,  while
favorable  foreign  currency  changes  accounted  for  approximately  17% of the
increase in net sales.

Gross profit:                     2004            2003         % Change
                                  ----            ----         --------
                                $ 24.5          $ 18.6            32%

      Gross profit  increased as a result of the higher net sales in the current
period.  Gross margin improved to 24.1% for the first quarter of 2004 from 23.4%
for the prior year period.  The 70 basis point  improvement  was  attributed  to
higher  sales  prices and lower  production  costs in certain  minerals  segment
businesses.

General,  Selling &  Administration  expenses  (Stock based  compensation  costs
included):

                                  2004            2003         % Change
                                  ----            ----         --------
                                $ 17.3          $ 14.3            21%

      Higher  compensation  and benefit costs  accounted for the majority of the
increase  over  the 2003  first  quarter.  Operating  expenses  associated  with
acquired businesses also contributed to the increase over the prior year period.
As  described  in Note 5 to the  condensed  consolidated  financial  statements,
stock-based compensation costs are included in operating expenses.  Research and
development expenses were approximately $1.3 million for both reporting periods.

Operating profit:                 2004            2003         % Change
                                  ----            ----         --------
                                $  7.2          $  4.3            67%

      Operating  profit  improved  in the first  quarter  of 2004 as a result of
higher sales and gross  profit.  Acquisitions  and  favorable  foreign  currency
exchange  rates  accounted  for 17% and 16%,  respectively,  of the  increase in
operating profit over the 2003 first quarter. Operating margin was 7.1% in first
quarter


                                       9
<PAGE>

of 2004 compared with 5.4% in the prior year period. The margin improvement over
the  first  quarter  of 2003 was  attributed  to higher  growth in gross  profit
compared with growth in G,S&A.

Income taxes:                     2004            2003         % Change
                                  ----            ----         --------
                                $  2.3          $  1.5            53%

      Income taxes increased due to the  improvement in operating  profit in the
current  year  period.  Our  effective  income  tax rate was 31.5% for the first
quarter of 2004 compared with 34.0% for the prior year period.  Businesses  with
lower statutory income tax rates  represented a greater  proportion of operating
profit in the current year period.

Net income:                       2004            2003         % Change
                                  ----            ----         --------
                                $  5.1          $  2.9            76%

      Net income  improved  commensurate  with the increase in operating  profit
over the 2003 first quarter.  Net margin was 5.0% in the current period compared
with 3.7% for the first quarter of 2003.  The increase  followed the increase in
operating  profit and the lower  effective  income tax rate reported in the 2004
period.

Diluted earnings per share:       2004            2003         % Change
                                  ----            ----         --------
                                $ 0.16          $ 0.10            60%

      Earnings from acquired  businesses,  favorable  foreign currency  exchange
rates and a lower  effective  income tax rate each accounted for $0.01 per share
of the increase  over the first  quarter of 2003.  Weighted  average  common and
common  equivalent  shares  outstanding  increased by 4% over the 2003  quarter,
which  depressed  earnings by $0.01 per share in the 2004  period.  Stock option
exercises by  employees  throughout  2003  resulted in higher  weighted  average
shares outstanding during the first quarter of the current reporting period. The
remaining  $0.04  per share  improvement  over 2003 was  attributed  to  organic
growth.

      Following is a review of operating results for each of our segments:

      Segment Analysis

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                        Minerals                                               Three Months Ended March 31,

                                                     -------------------------------------------------------------------------------
                                                                2004                        2003                 2004 vs. 2003
------------------------------------------------------------------------------------------------------------------------------------
                                                                                   (Dollars in Thousands)
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                  <C>              <C>         <C>              <C>         <C>            <C>
  Product sales                                      $59,117           92.3%      $46,061           91.8%
  Shipping revenue                                     4,938            7.7%        4,116            8.2%
                                                     -------          -----       -------          -----
  Net sales                                           64,055          100.0%       50,177          100.0%      13,878          27.7%
                                                     -------          -----       -------          -----
  Cost of sales - product                             46,514           72.6%       36,611           73.0%
  Cost of sales - shipping                             4,938            7.7%        4,116            8.2%
                                                     -------          -----       -------          -----
  Cost of sales                                       51,452           80.3%       40,727           81.2%
                                                     -------          -----       -------          -----
    Gross profit                                      12,603           19.7%        9,450           18.8%       3,153          33.4%
  General, selling and
    administrative expenses                            5,168            8.1%        4,533            9.0%         635          14.0%
                                                     -------          -----       -------          -----       ------
    Operating profit                                   7,435           11.6%        4,917            9.8%       2,518          51.2%
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       10
<PAGE>

      Acquired   businesses  and  favorable   foreign  currency  exchange  rates
accounted for 7% and 16%,  respectively,  of the increase in net sales.  Organic
sales  growth  was  primarily  attributed  to  the  metalcasting   business.  We
experienced higher shipments in all regions.  Pet products sales were comparable
with those of the first quarter of 2003.  Specialty  minerals  experienced sales
increases  in the  detergent,  health  and  beauty,  and the oil  well  drilling
business units.

      Higher  sales  contributed  to the increase in gross profit over the first
quarter of 2003.  Gross  margin  expanded by 90 basis points aided by lower unit
manufacturing costs in the metalcasting and specialty minerals  businesses.  Raw
material and transportation costs were comparable to the prior year period.

      General,  selling and administrative  expenses increased  primarily due to
higher  compensation and benefit costs.  Higher foreign currency  exchange rates
also caused the increase over the prior year quarter.

      Operating  profit  improved  over  the  first  quarter  of 2003 due to the
increase in sales and gross  profit.  Operating  margin  increased  by 180 basis
points due to the  expansion  in gross  margin and a lower rate of  increase  in
general, selling and administrative expenses.

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                      Environmental                                             Three Months Ended March 31,
                                                      ------------------------------------------------------------------------------
                                                                2004                         2003                 2004 vs. 2003
------------------------------------------------------------------------------------------------------------------------------------
                                                                                   (Dollars in Thousands)
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                     <C>              <C>         <C>             <C>          <C>          <C>
  Product sales                                       $30,067           94.6%      $21,953           93.5%
  Shipping revenue                                      1,700            5.4%        1,536            6.5%
                                                      -------          -----       -------          -----
  Net sales                                            31,767          100.0%       23,489          100.0%      8,278          35.2%
                                                      -------          -----       -------          -----
  Cost of sales - product                              19,171           60.3%       13,757           58.6%
  Cost of sales - shipping                              1,700            5.4%        1,536            6.5%
                                                      -------          -----       -------          -----
  Cost of sales                                        20,871           65.7%       15,293           65.1%
                                                      -------          -----       -------          -----
    Gross profit                                       10,896           34.3%        8,196           34.9%      2,700          32.9%
  General, selling and
      administrative expenses                           7,817           24.6%        5,813           24.7%      2,004          34.5%
                                                      -------          -----       -------          -----       -----
    Operating profit                                    3,079            9.7%        2,383           10.1%        696          29.2%
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

      Approximately  51%  of  the  increase  in  net  sales  was  attributed  to
businesses  acquired  since  the  second  quarter  of 2003.  Favorable  currency
exchange rates  accounted for another 21% of the increase.  Lining  technologies
product sales grew primarily due to a European  lining  business  acquired as of
January 2004. Water treatment  revenues grew as a result of an acquisition of an
oilfield service business completed in January 2004. Building materials revenues
improved over the first quarter of 2003 due to growth in European markets.

      Gross profit grew with the  improvement in sales over the first quarter of
2003,  however,  gross margin declined by 60 basis points.  Lining  technologies
gross margin was depressed by higher unit production  costs  associated with the
European operation acquired in the first quarter of 2004. Higher unit production
costs at the domestic building  materials  business unit also caused the decline
in gross margin.

      General,  selling and administrative  expenses increased  primarily due to
higher  personnel  levels and  compensation  costs.  The personnel  increase was
associated with acquisitions  completed since the second quarter of 2003. Higher
foreign currency exchange rates also contributed to the increase over 2003.


                                       11
<PAGE>

      Operating margin declined by 40 basis points. This was caused primarily by
the decline in gross margin described above.

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                    Transportation                                                 Three Months Ended March 31,
                                                          --------------------------------------------------------------------------
                                                                    2004                       2003                 2004 vs.2003
------------------------------------------------------------------------------------------------------------------------------------
                                                                                    (Dollars in Thousands)
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                       <C>             <C>         <C>             <C>         <C>           <C>
  Net sales                                               $9,332          100.0%      $8,797          100.0%      $535          6.1%
  Cost of sales                                            8,295           88.9%       7,819           88.9%
                                                          ------          -----       ------          -----
    Gross profit                                           1,037           11.1%         978           11.1%        59          6.0%
  General, selling and
    administrative expenses                                  651            7.0%         602            6.8%        49          8.1%
                                                          ------          -----       ------          -----       ----
    Operating profit                                         386            4.1%         376            4.3%        10          2.7%
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

      Net sales  improved  due to higher  traffic  levels.  Higher  intersegment
revenues  accounted  for the  majority  of the  increase.  General,  selling and
administrative expenses increased due to higher personnel levels.

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                             Corporate                                                   Three Months Ended March 31,
                                                                    ----------------------------------------------------------------
                                                                      2004                2003                 2004 vs. 2003
------------------------------------------------------------------------------------------------------------------------------------
                                                                                            (Dollars in Thousands)
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                  <C>                 <C>                <C>                 <C>
  Intersegment shipping sales                                       $(3,187)            $(2,996)
  Intersegment shipping costs                                        (3,187)             (2,996)
                                                                    -------             -------
    Gross profit                                                         --                  --
  Corporate general, selling
    and administrative expenses                                       2,746               2,318              428               18.5%
  Nanocomposite business
    development expenses                                                914               1,028             (114)             -11.1%
                                                                                        -------             ----
  Operating loss                                                     (3,660)             (3,346)            (314)               9.4%
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

      Intersegment  shipping  sales and costs are related to  billings  from the
transportation  segment to the domestic minerals and environmental  segments for
services. These services are invoiced to the minerals and environmental segments
at  arms-length  rates and those costs are  subsequently  charged to  customers.
Intersegment  sales and costs  reported  above reflect the  elimination of these
transactions.

      Corporate  expenses  increased  primarily due to higher  compensation  and
benefit costs. Stock-based compensation,  which has been reflected as an expense
since January 2003, was the largest component of the increase.

      Nanocomposite  expenses  declined  from the first  quarter  of 2003 due to
lower spending on activities that are now funded by our alliance  partners.  The
business has alliance  agreements with Mitsubishi Gas Chemical  Company and Poly
One Corporation  that focus on developing  certain  markets for  nanocomposites.
Revenue from these alliances was immaterial in the first quarter of 2004.


                                       12
<PAGE>

Liquidity and capital resources (in millions):

--------------------------------------------------------------------------------
                   Cash Flows                       Three Months Ended March 31,
                                                    ----------------------------
                                                          2004       2003
--------------------------------------------------------------------------------
  Net cash used in operating activities                 $  (3.2)    $ (4.7)
  Net cash used in investing activities                 $ (15.7)    $ (3.4)
  Net cash provided by financing activities             $  15.4     $  3.5
--------------------------------------------------------------------------------

      Cash  flows  used in  operating  activities  in the first  quarter of 2004
improved  over the prior  year as a result of higher net  income.  Historically,
cash flows from operations have increased over the course of the fiscal year and
we anticipate this pattern to continue in 2004.

      Cash  flows  used  in  investing  activities  increased  primarily  due to
acquisitions  completed in the first  quarter of 2004. We acquired the shares of
Lafayette  Well  Testing,  Inc. on January 7, 2004,  and  Linteco  Geotechnische
Systeme GmbH on March 5, 2004. Under the terms of the Linteco purchase agreement
we reported the operating results of the business from January 1, 2004.  Capital
expenditures  totaled $3.2 million in the first  quarter of 2004  compared  with
$3.5 million in the prior year period.  Average capital  expenditures  have been
$16 million over the last two years. We anticipate the 2004 capital expenditures
to be in the range of $16 million to $19 million.

      Cash flows provided by financing  activities increased due to debt funding
for  acquisitions  completed in the first quarter of 2004. We used our revolving
credit  facility  to  finance  the   acquisitions.   Additionally,   we  assumed
approximately  $4.1 million of funded debt as part of the  consideration for the
Linteco  acquisition.  Dividends  paid in the  first  quarter  of 2004 were $2.0
million  compared  with $0.8 million in the prior year period.  We increased our
quarterly dividend to $0.07 from $0.03 per share in last year's first quarter.

--------------------------------------------------------------------------------
             Financial Position                        Three Months Ended
                                                  ------------------------------
                                                    March 31,     December 31,
                                                  ------------------------------
                                                      2004           2003
--------------------------------------------------------------------------------
  Working capital                                   $  106.5       $   91.9
  Intangible assets                                 $   16.9       $    7.0
  Total assets                                      $  291.9       $  258.8

  Long-term debt                                    $   29.7       $    9.0
  Other long-term obligations                       $   19.4       $   18.5
  Stockholder's equity                              $  189.8       $  184.9
--------------------------------------------------------------------------------

      Working  capital at March 31,  2004,  increased  from  December  31, 2003,
primarily  due to the  acquisitions  completed in the first  quarter of 2004 and
strong sales  reported in the period.  The current ratio at March 31, 2004,  and
December 31, 2003, was 3.0-to-1.

      Intangible   assets   primarily   represent   goodwill   associated   with
acquisitions.  The  amount  increased  from  December  31,  2003 as a result  of
preparing the purchase  price  allocation for  acquisitions  closed in the first
quarter.  The purchase  price  allocations  are subject to change since  certain
assets and liabilities assumed with the acquisitions require further analysis to
determine their fair values. Consequently, intangible asset values may change as
well.


                                       13
<PAGE>

      Long-term  debt  increased to 14.1% of total  capitalization  at March 31,
2004,  compared with 5.1% at December 31, 2003.  The increase in debt levels was
principally  attributed  to  funding  of  acquisitions  completed  in the  first
quarter.  We have a $100 million  revolving credit facility with a consortium of
U.S.  banks  that  matures  on  October  31,  2006.  At March 31,  2004,  we had
approximately  $80  million  of  borrowing  capacity  remaining  from the credit
facility.  The credit  facility  stipulates that we must comply with a number of
financial  covenants.  We are in  compliance  with those  covenants at March 31,
2004.

      Other long-term  obligations  primarily represent  liabilities  associated
with our qualified and supplemental retirement plans and deferred income taxes.

      We believe  future  cash flows from  operations  combined  with  borrowing
capacity  from our  revolving  credit  facility will be adequate to fund capital
expenditures and other investments approved by the board of directors.

      Since the mid 1980's,  the Company and/or its subsidiaries have been named
as one of a number of defendants in product  liability  lawsuits relating to the
minor free-silica  content within the Company's  bentonite  products used in the
metalcasting  industry. The plaintiffs in these lawsuits are primarily employees
of the  Company's  foundry  customers.  To date,  the Company  has not  incurred
significant  costs in  defending  these  matters.  The  Company  believes it has
adequate  insurance  coverage  and does not believe the  litigation  will have a
material adverse impact on the financial condition,  liquidity or results of the
operation of the Company.

Item 3: Quantitative and Qualitative Disclosure About Market Risk

      There have been no material  changes in the  Company's  market risk during
the three months ended March 31, 2004.  See  disclosures as of December 31, 2003
in the Company's Annual Report on Form 10-K, Item 7A.

Item 4: Controls and Procedures

      Within the 90-day period prior to the filing of the report,  an evaluation
was performed under the supervision and with the  participation of the Company's
management,  including  the Chief  Executive  Officer  and the  Chief  Financial
Officer,  of  the  effectiveness  of  the  Company's   disclosure  controls  and
procedures.  Based on that  evaluation,  the Chief  Executive  Officer and Chief
Financial  Officer have  concluded  that the Company's  disclosure  controls and
procedures are effective to ensure that information  required to be disclosed by
the Company in reports that it files or submits  under the  Securities  Exchange
Act of 1934 is recorded,  processed,  summarized  and  reported  within the time
periods specified in Securities and Exchange Commission rules.

      There have been no significant  changes in the Company's internal controls
or in other factors that could significantly affect those controls subsequent to
the date the evaluation was carried out.


                                       14
<PAGE>

                           PART II - OTHER INFORMATION

Item 2e: Company Repurchases of Company Stock

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                                            Total Number of                                     Maximum Value of
                                                           Shares Repurchased            Average             Shares that May Yet Be
                                                          as Part of the Stock          Price Paid            Repurchased Under the
                                                           Repurchase Program*           Per Share                   Program
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                             <C>                    <C>                         <C>
  January 1, 2004 - January 31, 2004                                                   $          --               $3,704,133
  February 1, 2004 - February 29, 2004                              --                 $          --               $3,704,133
  March 1, 2004 - March 31, 2004                                12,400                 $       15.83               $3,507,839
                                                               -------                 -------------               ----------
  Total                                                         12,400                 $       15.83               $3,507,839
                                                               =======                 =============               ==========
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

*     On May 16, 2002, the Board of Directors authorized a program to repurchase
      up to $10 million of the Company's  outstanding stock. No other repurchase
      programs expired or existed during the first quarter ended March 31, 2004.

Item 6: Exhibits and Reports on Form 8-K

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

      (b)   A current report on Form 8-K was filed on April 19, 2004, furnishing
            a press release  disclosing the Company's  operating results for the
            first quarter ended March 31, 2004.


                                       15
<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 7, 2004                /s/ Lawrence E. Washow
------------------------              ------------------------------------------
                                      Lawrence E. Washow
                                      President and Chief Executive Officer

Date:      May 7, 2004                /s/ Gary L. Castagna
------------------------              ------------------------------------------
                                      Gary L. Castagna

                                      Senior Vice President and Chief Financial
                                        Officer and Principal Accounting Officer

                                 CERTIFICATIONS

05/07/04                                                   Lawrence E. Washow
05/07/04                                                    Gary L. Castagna


                                       16
<PAGE>

                                INDEX TO EXHIBITS

Exhibit
Number
------

  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)

  10.3      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)

  10.9      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)

  10.15     AMCOL International  Corporation 1998 Long-Term Incentive Plan (15),
            as amended (21)

  10.26     Employment  Agreement dated March 15, 2002 by and between Registrant
            and Gary D. Morrison (22)*

  10.27     Employment  Agreement dated March 15, 2002 by and between Registrant
            and Peter M. Maul (22)*

  10.28     Employment  Agreement dated March 15, 2002 by and between Registrant
            and Gary Castagna (22)*

  10.29     Employment  Agreement dated March 15, 2002 by and between Registrant
            and Ryan F. McKendrick (22)*

  10.30     Employment  Agreement dated March 15, 2002 by and between Registrant
            and Lawrence E. Washow (22)*

  10.31     Credit  Agreement by and among AMCOL  International  Corporation and
            Harris  Trust and Savings  Bank,  individually  and as agent,  Wells
            Fargo  Bank,  N.A.,  Bank of America  N.A.  and the  Northern  Trust
            Company dated October 31, 2003 (23)

  21        AMCOL International Corporation Subsidiary Listing

  31.1      Certification of Chief Executive  Officer Pursuant to Section 302 of
            the Sarbanes-Oxley Act of 2002

  31.2      Certification of Chief Financial  Officer Pursuant to Section 302 of
            the Sarbanes-Oxley Act of 2002

  32        Certification  of Periodic  Financial  Report  Pursuant to 18 U.S.C.
            Section 1350

  (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.

  (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.

  (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.

  (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.

  (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.

  (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.

  (21)      Exhibit is  incorporated by reference to the  Registrant's  Form S-8
            (File 333-68664)  filed with the Securities and Exchange  Commission
            on August 30, 2001.

  (22)      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, 2002.

  (23)      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, 2003.

*     Management compensatory plan or arrangement


                                       17