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 June 30, 1999
                                       or
          ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

For the transition period from                     to

Commission file number                      0-15661

                        AMCOL INTERNATIONAL CORPORATION
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                                                             <C>
                           Delaware                                             36-0724340
(State or other jurisdiction of  incorporation or organization)    (IRS Employer Identification No.)
</TABLE>

    1500 West Shure Drive, Suite 500, Arlington Heights, Illinois 60004-7803
               (Address of principal executive offices) (Zip Code)

                                 (847) 394-8730
              (Registrant's telephone number, including area code)

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

Yes         x              No

     Indicate the number of shares  outstanding of each of the issuer's  classes
of common stock, as of the latest practicable date.

        Class                                  Outstanding at July 16, 1999
(Common stock, $.01 par value)                         26,742,529
<PAGE>
                         AMCOL INTERNATIONAL CORPORATION

                                      INDEX


                                    Page No.

Part I - Financial Information


Item 1    Financial Statements

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

          Condensed Consolidated Statement of Operations -
          six months and three months ended June 30, 1999 and 1998           2

          Condensed Consolidated Statement of Cash Flows -
          six months ended June 30, 1999 and 1998                            3

          Notes to Condensed Consolidated Financial Statements               4


Item 2    Management's Discussion and Analysis of Financial
          Condition and Results of Operations                                5

Item 3    Quantitative and Qualitative Disclosure About Market Risk         11

Part II - Other Information


Item 4    Submission of Matters to a Vote of Security Holders               12

Item 6    Exhibits and Reports on Form 8-K                                  12
<PAGE>
                     Part I, Item 1 - FINANCIAL INFORMATION
                AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEET
                                   (Unaudited)
                                 (In thousands)

                                     ASSETS

<TABLE>
<CAPTION>
                                                                          June 30,              December 31,
                                                                            1999                    1998
                                                                    ---------------------    -------------------
Current assets:                                                                                      *
<S>                                                                     <C>                         <C>
     Cash and cash equivalents                                          $   5,009                   $   2,758
     Accounts receivable, net                                             106,743                     100,074
     Inventories                                                           42,190                      52,093
     Prepaid expenses                                                       6,273                       5,444
     Current deferred tax asset                                             3,711                       3,707
         Total current assets                                             163,926                     164,076

Investment in and advances to joint ventures                                9,259                       4,556

Property, plant, equipment and mineral reserves                           337,549                     325,681
     Less accumulated depreciation                                        166,859                     154,203
                                                                          170,690                     171,478

Intangible assets, net                                                     14,999                      16,308

Other long-term assets, net                                                 1,286                       1,446
                                                                        $ 360,160                   $ 357,864

                                     LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
     Notes payable and current maturities of debt                       $   3,789                   $  17,117
     Accounts payable                                                      21,223                      21,969
     Accrued liabilities                                                   37,098                      34,997
         Total current liabilities                                         62,110                      74,083

Long-term debt                                                            102,962                      96,268

Deferred credits and other liabilities                                     15,149                      14,599

Stockholders' equity:
     Common stock                                                             320                         320
     Additional paid-in capital                                            76,045                      76,238
     Foreign currency translation adjustment                               (3,072)                     (1,756)
     Retained earnings                                                    137,274                     127,262
     Treasury stock                                                       (30,628)                    (29,150)
                                                                          179,939                     172,914
                                                                        $ 360,160                   $ 357,864
</TABLE>

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

<TABLE>
<CAPTION>
                                            Six Months Ended June 30,            Three Months Ended June 30,
                                        ----------------------------------    -----------------------------------
                                             1999               1998               1999                1998
                                        ---------------    ---------------    ---------------     ---------------

<S>                                      <C>               <C>                 <C>                 <C>
Net sales                                $    270,829      $    247,192        $    141,870        $    125,635
Cost of sales                                 207,434           196,572             108,828              98,550
     Gross profit                              63,395            50,620              33,042              27,085
General, selling and administrative
   expenses                                    38,733            31,784              19,122              16,094

     Operating profit                          24,662            18,836              13,920              10,991
Other income (expense):
     Interest expense, net                     (3,660)           (4,001)             (1,791)             (1,890)
     Other income, net                           (119)             (435)               (110)               (104)
                                               (3,779)           (4,436)             (1,901)             (1,994)

     Income before income taxes
     and minority interests                    20,883            14,400              12,019               8,997
Income taxes                                    7,519             5,184               4,328               3,239
     Minority interests in income of
     joint ventures                               124                 -                  58                   -
     Net income                          $     13,488      $      9,216               7,749               5,758

Weighted average common shares             26,761,617        28,353,185          26,733,521          28,216,067
Weighted average common and
     common equivalent shares              27,070,269        28,940,594          27,141,612          28,766,742

Earnings per share
     Basic                               $        .50      $        .33        $        .29        $        .20
     Diluted                             $        .50      $        .32        $        .29        $        .20

Dividends declared per share             $        .13      $        .11        $        .07        $        .055
</TABLE>

                AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
                 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
                                 (In thousands)

<TABLE>
<CAPTION>
                                                Six Months Ended June 30,             Three Months Ended June 30,
                                            ----------------------------------     ----------------------------------
                                                 1999               1998                1999               1998
                                            ---------------     --------------     ---------------    ---------------
<S>                                          <C>               <C>                  <C>                <C>
Net income                                   $     13,488      $      9,216         $      7,749       $      5,758
Other comprehensive income:
  Foreign currency translation adjustment          (1,316)              246                 (375)              (301)
Comprehensive income                         $     12,172      $      9,462         $      7,374       $      5,457
</TABLE>

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

<TABLE>
<CAPTION>
                                                                                  Six Months Ended
                                                                                      June 30,
                                                                    ----------------------------------------------
                                                                           1999                      1998
                                                                    --------------------      --------------------
Cash flow from operating activities:
<S>                                                                      <C>                     <C>
     Net income                                                          $ 13,488                $  9,216
     Adjustments to reconcile net income to net cash
       provided by operating activities:
         Depreciation, depletion, and amortization                         18,356                  16,220
         Other                                                              1,627                   1,171
         (Increase)/decrease in current assets                              1,305                 (11,656)
         Increase in current liabilities                                    1,355                   4,935

         Net cash provided by operations                                   36,131                  19,886

Cash flow from investing activities:
     Acquisition of land, mineral reserves,
        depreciable and intangible assets                                 (19,588)                (15,336)
     Sale of product line and mineral reserves                                  -                  13,176
     Other                                                                 (2,511)                 (2,143)

         Net cash used in investing activities                            (22,099)                 (4,303)

Cash flow from financing activities:
     Net change in outstanding debt                                        (6,634)                    575
     Dividends paid                                                        (3,476)                 (3,123)
     Treasury stock transactions                                           (1,671)                 (8,954)

         Net cash used by financing activities                            (11,781)                (11,502)

Net increase in cash and cash equivalents                                   2,251                   4,081

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

Cash and cash equivalents at end of period                               $  5,009                $  7,158

Supplemental Disclosure of Cash Flows Information

Actual cash paid for:
     Interest                                                            $  3,315                $  4,110

     Income taxes                                                        $  8,973                $  1,793
</TABLE>

              The accompanying notes are an integral part of these
                         condensed financial statements.
<PAGE>
                AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                           (Unaudited) (In thousands)

Note 1:     BASIS OF PRESENTATION

     The  financial  information  included  herein,  other  than  the  condensed
consolidated  balance  sheet as of  December  31,  1998,  has been  prepared  by
management without audit by independent  certified public accountants who do not
express an opinion  thereon.  The  condensed  consolidated  balance  sheet as of
December  31,  1998,  has  been  derived  from  and  does  not  include  all the
disclosures  contained in the audited consolidated  financial statements for the
year ended  December 31, 1998. The  information  furnished  herein  includes all
adjustments  which are,  in the  opinion  of  management,  necessary  for a fair
statement  of the  financial  position  and  operating  results  of the  interim
periods,  and all such adjustments are of a normal recurring nature.  Management
recommends  the  accompanying  consolidated  financial  information  be  read in
conjunction  with  the  consolidated  financial  statements  and  related  notes
included in the Company's 1998 Form 10-K,  which  accompanies the 1998 Corporate
Report.

     The results of operations for the six-month period ended June 30, 1999, are
not necessarily indicative of the results to be expected for the full year.

Note 2:     INVENTORIES

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

<TABLE>
<CAPTION>
                                                                        June 30, 1999             December 31, 1998
                                                                    -----------------------    -------------------------
<S>                                                                        <C>                      <C>
Crude stockpile and in-process inventories                                 $  28,742                $   36,699
Other raw material, container and supplies inventories                        13,448                    15,394
                                                                           $  42,190                $   52,093
</TABLE>

Note 3:    EARNINGS PER SHARE

     Basic earnings per share is computed by dividing net income by the weighted
average  number of common  shares  outstanding.  Diluted  earnings  per share is
computed  by  dividing  the net income by the  weighted  average  common  shares
outstanding  after  consideration  of  the  dilutive  effect  of  stock  options
outstanding at the end of each period.

Note 4:    DERIVATIVE FINANCIAL INSTRUMENTS AND MARKET RISKS

     From time to time,  the Company  uses  financial  derivatives,  principally
swaps,  forward  contracts and options in its management of foreign currency and
interest rate exposures.  These contracts  hedge  transactions  and balances for
periods consistent with committed  exposures.  As of June 30, 1999,  derivatives
outstanding  were related to foreign  currency hedging and an interest rate swap
with a notional amount on $15 million of the outstanding revolving credit.
<PAGE>
            Item 2 - AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS

     The  following is  management's  discussion  and analysis of the  Company's
financial  position and  operating  results  during the periods  included in the
accompanying condensed consolidated financial statements.

Six Months Ended June 30, 1999 vs. 1998

     Net sales increased by $23.6 million, or 9.6%, while gross profit increased
by $12.8 million,  or 25.2%, and operating profit increased by $5.8 million,  or
30.9%.  Lower polymer raw material  costs,  higher  utilization of polymer plant
capacity  and  better  results  from  the  minerals  segment  accounted  for the
improvement in operating profit.  Net interest expense decreased by $.3 million,
or 8.5%, as a result of lower average debt levels and interest rates. Net income
increased $4.3 million, or 46.4%, over the prior-year period. Earnings were $.50
per diluted share for the 1999 period,  compared with $.32 per diluted share for
the prior-year period on 6.5% fewer weighted average shares outstanding.

     A brief discussion by business segment follows:

<TABLE>
<CAPTION>
                                                             Six Months Ended June 30,
                                -------------------------------------------------------------------------------------
                                          1999                        1998                      1999 vs. 1998
                                -------------------------     ----------------------      ---------------------------
Absorbent Polymers                                          (Dollars in Thousands)       $ Change            % Change
<S>                             <C>               <C>       <C>               <C>         <C>                <C>
Net sales                       $ 122,931         100.0%    $ 106,703         100.0%      $ 16,228           15.2%
Cost of  sales                      93,213         75.8%        85,448         80.1%
   Gross profit                     29,718         24.2%        21,255         19.9%         8,463           39.8%
General, selling and
   administrative expenses           8,218          6.7%         6,161          5.8%         2,057           33.4%
   Operating profit                 21,500         17.5%        15,094         14.1%         6,406           42.4%
</TABLE>

     Revenues  increased by $16.3 million,  or 15.2%, over the prior year. Gross
profit  margins  increased by 430 basis points,  or 21.6%,  from the prior year,
primarily as a result of the lower raw material costs. Greater production volume
also helped increase the gross profit margin.  The increase in general,  selling
and  administrative  expenses is related to increased  research and  development
expenditures,  the staffing of the Thailand  plant,  higher  occupancy costs and
greater incentive compensation accruals.

<TABLE>
<CAPTION>
                                                             Six Months Ended June 30,
                                -------------------------------------------------------------------------------------
                                          1999                        1998                      1999 vs. 1998
                                -------------------------     ----------------------      ---------------------------
Minerals                                                    (Dollars in Thousands)       $ Change            % Change
<S>                               <C>             <C>         <C>             <C>         <C>                <C>
Net sales                         $ 77,690        100.0%      $ 83,883        100.0%      $ (6,193)          (7.4%)
Cost of  sales                      60,979         78.5%        69,640         83.0%
   Gross profit                     16,711         21.5%        14,243         17.0%         2,468           17.3%
General, selling and
   administrative expenses           9,025         11.6%         8,502         10.1%           523            6.2%
   Operating profit                  7,686          9.9%         5,741          6.9%         1,945           33.9%
</TABLE>
<PAGE>
                AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                 CONDITION AND RESULTS OF OPERATIONS (Continued)

     Sales decreased by $6.1 million,  or 7.4%, from the prior-year period. Much
of the sales  shortfall  from the  prior-year  period was  accounted  for by the
absence of sales in 1999 from the U.S.  fuller's earth  minerals  business which
was sold in April,  1998. Sales to the U.S.  metalcasting  industry  continue to
show improvement over the prior year, offsetting lower sales to the oil well and
iron ore pelletizing sectors. Gross profit margins improved by 450 basis points,
or 26.5%. A more profitable  domestic product mix accounted for the improvement.
International general, selling and administrative expenses accounted for much of
the change from the prior year.

<TABLE>
<CAPTION>
                                                             Six Months Ended June 30,
                                -------------------------------------------------------------------------------------
                                          1999                        1998                      1999 vs. 1998
                                -------------------------     ----------------------      ---------------------------
Environmental                                               (Dollars in Thousands)       $ Change            % Change
<S>                               <C>             <C>         <C>             <C>         <C>                <C>
Net sales                         $ 53,879        100.0%      $ 42,241        100.0%      $ 11,638           27.6%
Cost of  sales                      38,740         71.9%        28,845         68.3%
   Gross profit                     15,139         28.1%        13,396         31.7%         1,743           13.0%
General, selling and
   administrative expenses          13,024         24.2%        10,520         24.9%         2,504           23.8%
   Operating profit                  2,115          3.9%         2,876          6.8%          (761)         (26.5%)
</TABLE>

     Sales increased by $11.6 million,  or 27.6%, with  approximately 44% of the
increase coming from  acquisitions  that were made late in the second quarter of
1998. Gross profit margins declined by 360 basis points, or 11.4%,  primarily as
a result of lower margins on the oil-related  wastewater  treatment  business in
non-U.S.  markets, an inventory  write-down in 1999, and higher sales allowances
in 1999. General, selling and administrative expenses increased by $2.5 million,
or  23.8%,   reflecting  higher  international   marketing  costs  and  expanded
international infrastructure.

<TABLE>
<CAPTION>
                                                             Six Months Ended June 30,
                                -------------------------------------------------------------------------------------
                                          1999                        1998                      1999 vs. 1998
                                -------------------------     ----------------------      ---------------------------
Transportation                                              (Dollars in Thousands)       $ Change            % Change
<S>                               <C>             <C>         <C>             <C>         <C>                <C>
Net sales                         $ 16,329        100.0%      $ 14,366        100.0%      $  1,963           13.7%
Cost of  sales                      14,502         88.8%        12,640         88.0%
   Gross profit                      1,827         11.2%         1,726         12.0%           101            5.9%
General, selling and
   administrative expenses           1,052          6.4%         1,000          7.0%            52            5.2%
   Operating profit                    775          4.8%           726          5.0%            49            6.7%
</TABLE>

     Revenues increased $2.0 million, or 13.7%. Gross profit margins declined by
80 basis points, or 6.7%, as a result of lower brokerage margins.
<PAGE>
                AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
               MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                CONDITION AND RESULTS OF OPERATIONS (Continued)

<TABLE>
<CAPTION>
                                                             Six Months Ended June 30,
                                -------------------------------------------------------------------------------------
                                          1999                        1998                      1999 vs. 1998
                                -------------------------     ----------------------      ---------------------------
Corporate                                                   (Dollars in Thousands)       $ Change            % Change
General, selling and
<S>                               <C>                         <C>                         <C>                <C>
   administrative expenses        $  7,414                    $  5,601                    $  1,813           32.4%
   Operating loss                   (7,414)                     (5,601)                     (1,813)          32.4%
</TABLE>

     Corporate costs include management  information  systems,  human resources,
investor relations and corporate communications, corporate finance and corporate
governance.  The start-up of the nanocomposite  business is also included in the
corporate costs. The $1.8 million increase in costs is primarily attributable to
increased occupancy costs and higher incentive compensation accruals.

Three Months Ended June 30, 1999 vs. 1998

     Net  sales  increased  by $16.2  million,  or  12.9%,  while  gross  profit
increased by $6.0  million,  or 22.0%,  and operating  profit  increased by $2.9
million,  or 26.6%. Net interest expense decreased by $.1 million,  or 5.2%. Net
income  increased  by $2.0  million,  or  34.6%,  over the  prior-year  quarter.
Earnings were $.29 per diluted  share for the 1999  quarter,  compared with $.20
per diluted  share for the  prior-year  quarter on 5.6% fewer  weighted  average
shares outstanding. A brief discussion by business segment follows:

<TABLE>
<CAPTION>
                                                               Quarter Ended June 30,
                                -------------------------------------------------------------------------------------
                                          1999                        1998                      1999 vs. 1998
                                -------------------------     ----------------------      ---------------------------
Absorbent Polymers                                          (Dollars in Thousands)       $ Change            % Change
<S>                               <C>             <C>         <C>             <C>         <C>                <C>
Net sales                         $ 64,607        100.0%      $ 52,047        100.0%      $ 12,560           24.1%
Cost of  sales                      48,604         75.2%        41,416         79.6%
   Gross profit                     16,003         24.8%        10,631         20.4%         5,372           50.5%
General, selling and
   administrative expenses           4,030          6.2%         3,071          5.9%           959           31.5%
   Operating profit                 11,973         18.6%         7,560         14.5%         4,413           58.4%
</TABLE>

     Revenues  increased by $12.6 million,  or 24.1%, over the prior year. Sales
volume for the 1999 quarter  benefited from a spike in demand. It is anticipated
that volume will fall in the next quarter before  resuming a more normal pace of
growth.  Gross profit  margins  improved by 440 basis points,  or 21.6% over the
prior  year,  primarily  as a result of lower raw  material  costs and  improved
capacity utilization.
<PAGE>
                AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                 CONDITION AND RESULTS OF OPERATIONS (Continued)

<TABLE>
<CAPTION>
                                                               Quarter Ended June 30,
                                -------------------------------------------------------------------------------------
                                          1999                        1998                      1999 vs. 1998
                                -------------------------     ----------------------      ---------------------------
Minerals                                                    (Dollars in Thousands)       $ Change            % Change
<S>                               <C>             <C>         <C>             <C>         <C>                <C>
Net sales                         $ 38,081        100.0%      $ 39,495        100.0%      $ (1,414)          (3.6%)
Cost of  sales                      30,026         78.9%        32,571         82.5%
   Gross profit                      8,055         21.1%         6,924         17.5%         1,131           16.3%
General, selling and
   administrative expenses           4,381         11.5%         4,169         10.6%           212            5.1%
   Operating profit                  3,674          9.6%         2,755          6.9%           919           33.4%
</TABLE>

     Sales  decreased by $1.4  million,  or 3.6%,  over the  prior-year  period,
primarily as a result of lower sales from the acquired U.K. cat litter business.
Gross profit margins  improved by 360 basis points,  or 20.6%,  as a result of a
more favorable U.S. sales mix. General,  selling and administrative  expenses in
1999 increased by 5.1% as a result of higher spending in overseas markets.

<TABLE>
<CAPTION>
                                                               Quarter Ended June 30,
                                -------------------------------------------------------------------------------------
                                          1999                        1998                      1999 vs. 1998
                                -------------------------     ----------------------      ---------------------------
Environmental                                               (Dollars in Thousands)       $ Change            % Change
<S>                               <C>             <C>         <C>             <C>         <C>                <C>
Net sales                         $ 30,697        100.0%      $ 26,546        100.0%      $  4,151           15.6%
Cost of  sales                      22,662         73.8%        17,911         67.5%
   Gross profit                      8,035         26.2%         8,635         32.5%          (600)          (6.9%)
General, selling and
   administrative expenses           6,642         21.6%         5,813         21.9%           829           14.3%
   Operating profit                  1,393          4.6%         2,822         10.6%        (1,429)         (50.6%)
</TABLE>

     Sales increased by $4.2 million,  or 15.6%.  Approximately 25% of the sales
increase  came from  acquisitions.  Gross profit  margins  declined by 630 basis
points,  or 19.4%,  primarily  as a result of lower  margins on the  oil-related
wastewater  treatment business in non-U.S.  markets, an inventory charge in 1999
and  higher  sales  allowances  in 1999.  General,  selling  and  administrative
expenses  increased by $.8 million,  or 14.3%,  reflecting higher  international
costs.

<TABLE>
<CAPTION>
                                                               Quarter Ended June 30,
                                -------------------------------------------------------------------------------------
                                          1999                        1998                      1999 vs. 1998
                                -------------------------     ----------------------      ---------------------------
Transportation                                              (Dollars in Thousands)       $ Change            % Change
<S>                               <C>             <C>         <C>             <C>         <C>                <C>
Net sales                         $  8,485        100.0%      $  7,548        100.0%      $    937           12.4%
Cost of  sales                       7,536         88.8%         6,653         88.1%
   Gross profit                        949         11.2%           895         11.9%            54            6.0%
General, selling and
   administrative expenses             522          6.2%           515          6.8%             7            1.4%
   Operating profit                    427          5.0%           380          5.1%            47           12.4%
</TABLE>

     Revenues  increased  12.4%,  primarily  as a result of  increased  business
unrelated  to the  Company's  other  business  activities.  Lower gross  margins
reflected increased competition in the brokerage business.
<PAGE>
                AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS
                                   (Continued)

<TABLE>
<CAPTION>
                                                               Quarter Ended June 30,
                                -------------------------------------------------------------------------------------
                                          1999                        1998                      1999 vs. 1998
                                -------------------------     ----------------------      ---------------------------
Corporate                                                   (Dollars in Thousands)       $ Change            % Change
General, selling and
<S>                               <C>                         <C>                         <C>                <C>
   administrative expenses        $  3,547                    $  2,526                    $  1,021           40.4%
   Operating income (loss)          (3,547)                     (2,526)                     (1,021)          40.4%
</TABLE>

     Higher  occupancy  costs  and  increased  incentive  compensation  accruals
accounted  for  much of the  $1.0  million,  or  40.4%,  increase  in  corporate
expenses.

Liquidity and Capital Resources

     At June 30,  1999,  the  Company  had  outstanding  debt of $106.8  million
(including  both long- and short-term  debt) and cash of $5.0 million,  compared
with $113.3  million in debt and $2.8 million in cash at December 31, 1998.  The
long-term  debt  represented  36.4% of total  capitalization  at June 30,  1999,
compared with 35.8% at December 31, 1998.

     The  Company  had a  current  ratio of  2.64-to-1  at June 30,  1999,  with
approximately  $101.8  million in working  capital,  compared with 2.21-to-1 and
$90.0 million, respectively, at December 31, 1998.

     During 1999, The Company  generated $36.1 million in cash from  operations,
compared with $19.9 million for the previous year six-month period.  The Company
paid  dividends of $3.5  million,  acquired  property,  plant and  equipment and
intangible assets totaling $19.6 million, and repaid debt totaling $6.6 million.
These expenditures,  plus $1.7 million in net treasury share transactions,  were
funded from operations.

     The Company had $50.3 million in unused, committed credit lines at June 30,
1999.  These  credit  facilities,  in  conjunction  with  funds  generated  from
operations, are adequate to fund the capital expenditure program approved by the
board of directors at this time.

Year 2000 Issues

     In mid-1997,  the Company  started a Year 2000 date  conversion  project to
address all necessary code changes,  testing and  implementation  for all of its
computer systems.  Concurrently, the Company sent inquiries to its suppliers and
other key third parties to assess their ability to become Year 2000 compliant in
a timely  manner.  The internal  evaluation  stage is completed.  The Company is
still awaiting responses from some third parties. The implementation phase is in
progress.
<PAGE>
                AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                 CONDITION AND RESULTS OF OPERATIONS (Continued)

Year 2000 Issues (continued)

     Many of the Company's computer systems rely on purchased software for which
the Company  pays a  maintenance  fee.  The  maintenance  fee covers the cost of
system upgrades, including the update for Year 2000 issues. As of June 30, 1999,
we have met our goal of  completing  the Year 2000  assessment,  renovation  and
remediation  of  the  Company's   financial   reporting   system,   network  and
telecommunications system and personal computer equipment.

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

     Costs and expenses  incurred to date in addressing the Year 2000 issue have
not been  material,  and based upon the  Company's  assessment  and  remediation
efforts to date,  future costs of  conversion or upgrades are not expected to be
material.

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

     While the Company continues to focus on solutions for the Year 2000 issues,
and expects to be Year 2000 compliant in a timely manner,  a contingency plan is
being developed.  Such plan is intended to address the Company's response should
it,  or  materially  significant  third  parties,  fail  to  achieve  Year  2000
compliance in a timely manner.  The contingency plan is expected to be finalized
by September 30, 1999.  In addition,  the Company's  systems  disaster  recovery
planning is a comprehensive,  ongoing process,  which is updated as products are
developed,  tested and  modified.  Disaster  recovery  for  financial  and other
strategic  systems  is  provided  at  alternative  locations  serviced  by third
parties, or at Company-maintained facilities.
<PAGE>
                AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                 CONDITION AND RESULTS OF OPERATIONS (Continued)

Year 2000 Issues (continued)

     The  Company's  expectations  about future costs  necessary to achieve Year
2000  compliance,  the impact on its operations and its ability to bring each of
its systems into Year 2000 compliance are forward-looking  statements subject to
a number of uncertainties  that could cause actual results to differ materially.
Such  factors  include the  following:  (i) the Company has no control  over the
ability of its key  suppliers  and other  third  parties  to  achieve  Year 2000
compliance;  (ii) the nature and number of systems that require  remediation may
exceed the Company's  expectations  in terms of complexity and scope;  (iii) the
Company may not be able to complete all remediation  and testing  necessary in a
timely  manner;  and  (iv)  the  Company  may  not  be  successful  in  properly
identifying all systems and programs that contain two-digit year codes.

Forward-Looking Statements

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


Item 3 - Quantitative and Qualitative Disclosure About Market Risk
The  information  required by this item is  provided  in Footnote 4  "Derivative
Financial Instruments and Market Risks" under Item I.
<PAGE>
PART II - OTHER INFORMATION

Item 4:  Submission of Matters to a Vote of Security Holders

          (a)  The Annual  Stockholders  Meeting of the  Company was held on May
               12, 1999.

          (b)  At the Annual Stockholders Meeting, the Stockholders voted on the
               following  uncontested  matters.  Each  nominee for  director was
               elected  by a vote  of the  Stockholders;  and  each  matter  was
               approved by a vote of the Stockholders as follows:

          1.   Election of the below-named Nominees of the Board of Directors of
               AMCOL International Corporation:

                                     For                         Withheld
                          -------------------------      -----------------------
Clarence O. Redman                 23,454,867                     265,452
Paul G. Shelton                    23,483,073                     237,246
Audrey Weaver                      23,482,114                     238,205

          2.   Ratification   of   Appointment   of  KPMG  LLP  as   independent
               accountants for the Company for its 1999 fiscal year.

               For                        Against                     Abstain
    -----------------------      -----------------------     -------------------
          23,579,545                     16,330                     124,444


Item 6:  Exhibits and Reports on Form 8-K

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

          (b)  No reports on Form 8-K have been filed  during the quarter  ended
               June 30, 1999.
<PAGE>
                                   SIGNATURES


     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                               AMCOL INTERNATIONAL CORPORATION


Date:    July 20, 1999         /s/ Lawrence E. Washow
                               Lawrence E. Washow
                               President and Chief Operating Officer



Date:    July 20, 1999         /s/ Paul G. Shelton
                               Paul G. Shelton
                               Senior Vice President and Chief Financial Officer
<PAGE>
                                INDEX TO EXHIBITS


<TABLE>
<CAPTION>
Exhibit
Number
<S>        <C>
   3.1     Restated Certificate of Incorporation of the Company (5), as amended (10), as amended (16)
   3.2     Bylaws of the Company (10)
   4       Article Four of the Company's Restated Certificate of Incorporation (5), as amended (16)
   10.1    AMCOL International Corporation 1983 Incentive Stock Option Plan (1); as amended (3)
   10.3    Lease Agreement for office space dated September 29, 1986, between the Company and American National
           Bank and Trust Company of Chicago; (1) First Amendment dated June 2, 1994 (8); Second Amendment dated
           June 2, 1997 (13)
   10.4    AMCOL International Corporation 1987 Non-Qualified Stock Option Plan (2); as amended (6)
   10.5    Change in Control Agreement dated April 1, 1997, by and between Registrant and John Hughes (12)
   10.6    Change in Control Agreement dated April 1, 1997, by and between Registrant and Paul G. Shelton (12)
   10.7    Change in Control Agreement dated February 16, 1998, by and between Registrant and Lawrence E. Washow
           (14)
   10.8    Change in Control Agreement dated February 7, 1996, by and between Registrant and Roger P. Palmer (10)
   10.9    Change in Control Agreement dated April 1, 1997, by and between Registrant and Peter L. Maul (12)
   10.10   AMCOL International Corporation Dividend Reinvestment and Stock Purchase Plan (4); as amended (6)
   10.11   AMCOL International Corporation 1993 Stock Plan, as amended and restated (10)
   10.12   Credit Agreement by and among AMCOL International Corporation and Harris Trust and Savings Bank,
           individually and as agent, NBD Bank, LaSalle National Bank and the Northern Trust Company dated
           October 4, 1994, (7); as amended, First Amendment to Credit Agreement dated September 25, 1995 (9), as
           amended, Second Amendment to Credit Agreement dated March 28, 1996, Third Amendment to Credit
           Agreement dated September 12, 1996 (11) and Fourth Amendment to Credit Agreement dated December 15,
           1998.
   10.13   Note Agreement dated October 1, 1994, between AMCOL International Corporation and Principal Mutual
           Life Insurance Company, (7); as amended, First Amendment of Note Agreement dated September 30, 1996
           (11); Second Amendment of Note Agreement dated December 15, 1998.
   10.14   Change in Control Agreement dated August 21, 1996 by and between Registrant and Frank B. Wright, Jr.
           (11)
   10.15   Change in Control Agreement dated February 17, 1998 by and between Registrant and Gary L. Castagna (14)
   10.16   AMCOL International Corporation 1998 Long-Term Incentive Plan (15)
   10.17   Change in Control Agreement dated February 4, 1999 by and between Registrant and Ryan F. McKendrick
           (17)
   27      Financial Data Schedule
</TABLE>
<PAGE>
<TABLE>
<S>        <C>
   (1)     Exhibit is incorporated by reference to the Registrant's Form 10 filed with the Securities and
           Exchange Commission on July 27, 1987.
   (2)     Exhibit is incorporated by reference to the Registrant's Form 10-K filed with the Securities and
           Exchange Commission for the year ended December 31, 1988.
   (3)     Exhibit is incorporated by reference to the Registrant's Form 10-K filed with the Securities and
           Exchange Commission for the year ended December 31, 1993.
   (4)     Exhibit is incorporated by reference to the Registrant's Form 10-K filed with the Securities and
           Exchange Commission for the year ended December 31, 1992.
   (5)     Exhibit is incorporated by reference to the Registrant's Form S-3 filed with the Securities and
           Exchange Commission on September 15, 1993.
   (6)     Exhibit is incorporated by reference to the Registrant's Form 10-K filed with the Securities and
           Exchange Commission for the year ended December 31, 1993.
   (7)     Exhibit is incorporated by reference to the Registrant's Form 10-Q filed with the Securities and
           Exchange Commission for the quarter ended September 30, 1994.
   (8)     Exhibit is incorporated by reference to the Registrant's Form 10-K filed with the Securities and
           Exchange Commission for the year ended December 31, 1994.
   (9)     Exhibit is incorporated by reference to the Registrant's Form 10-Q filed with the Securities and
           Exchange Commission for the quarter ended September 30, 1995.
   (10)    Exhibit is incorporated by reference to the Registrant's Form 10-K filed with the Securities and
           Exchange Commission for the year ended December 31, 1995.
   (11)    Exhibit is incorporated by reference to the Registrant's Form 10-K filed with the Securities and
           Exchange Commission for the year ended December 31, 1996.
   (12)    Exhibit is incorporated by reference to the Registrant's Form 10-Q filed with the Securities and
           Exchange Commission for the quarter ended March 31, 1997.
   (13)    Exhibit is incorporated by reference to the Registrant's Form 10-Q filed with the Securities and
           Exchange Commission for the quarter ended June 30, 1997.
   (14)    Exhibit is incorporated by reference to the Registrant's Form 10-K filed with the Securities and
           Exchange Commission for the year ended December 31, 1997.
   (15)    Exhibit is incorporated by reference to the Registrant's Form S-8 (File 333-56017) filed with the
           Securities and Exchange Commission on June 4, 1998.
   (16)    Exhibit is incorporated by reference to the Registrant's Form 10-Q filed with the Securities and
           Exchange Commission for the quarter ended June 30, 1998.
   (17)    Exhibit is incorporated by reference to the Registrant's Form 10-K filed with the Securities and
           Exchange Commission for the year ended December 31, 1998.
</TABLE>