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, 2003 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 of                             (IRS Employer
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 July 22, 2003
-------------------------------                ---------------------------------
(Common stock, $.01 par value)                         28,348,969 Shares


<PAGE>


                         AMCOL INTERNATIONAL CORPORATION

                                      INDEX

                                                                        Page No.
                                                                        --------

Part I - Financial Information

  Item 1  Financial Statements
          Condensed Consolidated Balance Sheets -
          June 30, 2003 and December 31, 2002                                  1

          Condensed Consolidated Statements of Operations -
          three and six months ended June 30, 2003 and 2002                    2

          Condensed Consolidated Statements of Comprehensive Income -
          three and six months ended June 30, 2003 and 2002                    2

          Condensed Consolidated Statements of Cash Flows -
          six months ended June 30, 2003 and 2002                              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          16

  Item 4  Controls and Procedures                                             16

Part II - Other Information

  Item 4  Submission of Matters to a Vote of Security Holders                 17

  Item 6  Exhibits and Reports on Form 8-K                                    17


<PAGE>

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

--------------------------------------------------------------------------------
                      ASSETS                         June 30,      December 31,
                                                      2003             2002
                                                   (unaudited)           *
--------------------------------------------------------------------------------
Current assets:
  Cash                                              $ 13,110         $ 15,597
  Accounts receivable, net                            64,008           48,870
  Inventories                                         38,227           38,854
  Prepaid expenses                                     5,833            4,270
  Current deferred tax assets                          2,829            2,825
  Income taxes receivable                              1,628              717
                                                    --------         --------
    Total current assets                             125,635          111,133
                                                    --------         --------
Investments in and advances
  to joint ventures                                   12,841           12,419
                                                    --------         --------
Property, plant, equipment, and
  mineral rights and reserves:
  Land and mineral rights and reserves                 9,582            9,543
  Depreciable assets                                 210,121          203,334
                                                    --------         --------
                                                     219,703          212,877
  Less: accumulated depreciation                     139,622          131,030
                                                    --------         --------
                                                      80,081           81,847
                                                    --------         --------
Other assets:
  Goodwill and other Intangible assets, net            5,216            5,202
  Long-term prepayments and other assets               9,505            8,558
  Deferred tax assets                                  2,633            2,669
                                                    --------         --------
                                                      17,354           16,429
                                                    --------         --------
                                                    $235,911         $221,828
                                                    ========         ========
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
     LIABILITIES AND STOCKHOLDERS' EQUITY            June 30,       December 31,
                                                       2003            2002
                                                   (unaudited)           *
--------------------------------------------------------------------------------
Current liabilities:
  Current maturities of long-term debt              $ 16,600         $ 12,600
  Accounts payable                                    15,569           17,918
  Accrued liabilities                                 25,823           22,121
                                                    --------         --------
    Total current liabilities                         57,992           52,639
                                                    --------         --------

Long-term debt                                         5,616            5,573
                                                    --------         --------

Minority interests in subsidiaries                       612              615
Other liabilities                                     11,858           11,618
                                                    --------         --------
                                                      12,470           12,233
                                                    --------         --------
Stockholders' equity:
  Common stock                                           320              320
  Additional paid in capital                          67,349           69,850
  Retained earnings                                  107,994          101,322
  Accumulated other comprehensive income               4,291            2,005
                                                    --------         --------
                                                     179,954          173,497
Less:
  Treasury stock                                      20,121           22,114
                                                    --------         --------
                                                     159,833          151,383
                                                    --------         --------
                                                    $235,911         $221,828
                                                    ========         ========
--------------------------------------------------------------------------------

* 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>
-------------------------------------------------------------------------------------------------------------------
                                                             Six Months Ended            Three Months Ended
                                                                 June 30,                     June 30,
                                                      -------------------------------------------------------------
                                                           2003           2002           2003           2002
-------------------------------------------------------------------------------------------------------------------
<S>                                                   <C>            <C>            <C>            <C>
Net sales                                             $    172,720   $    135,876   $     93,253   $     78,535
Cost of sales                                              130,900        103,955         70,057         59,267
                                                      ------------   ------------   ------------   ------------
  Gross profit                                              41,820         31,921         23,196         19,268
General, selling and administrative expenses                29,223         25,143         14,929         13,113
                                                      ------------   ------------   ------------   ------------
  Operating profit                                          12,597          6,778          8,267          6,155
                                                      ------------   ------------   ------------   ------------
Other income (expense):
  Interest expense, net                                       (202)          (240)          (122)          (148)
  Other, net                                                   162            (77)           130            (47)
                                                      ------------   ------------   ------------   ------------
                                                               (40)          (317)             8           (195)
                                                      ------------   ------------   ------------   ------------
  Income before income taxes and equity                     12,557          6,461          8,275          5,960
    in income of joint ventures
Income tax expense                                           4,269          2,325          2,814          2,149
                                                      ------------   ------------   ------------   ------------

  Income before equity in income of                          8,288          4,136          5,461          3,811
    joint ventures
Income from joint ventures                                     347            447            252            243
Minority interest in net loss (income) of subsidiary             2             11             (6)             8
                                                      ------------   ------------   ------------   ------------
Net income                                            $      8,637   $      4,594   $      5,707   $      4,062
                                                      ============   ============   ============   ============

Weighted average common shares outstanding              28,051,675     28,416,239     28,108,456     28,378,373
                                                      ============   ============   ============   ============

Weighted average common and common equivalent
  shares outstanding                                    29,745,805     30,688,126     29,896,941     30,559,763
                                                      ============   ============   ============   ============

Basic earnings per share                              $       0.30   $       0.16   $       0.20   $       0.14
                                                      ============   ============   ============   ============

Diluted earnings per share                            $       0.29   $       0.15   $       0.19   $       0.13
                                                      ============   ============   ============   ============

Dividends declared per share                          $      0.070   $      0.035   $      0.040   $      0.020
                                                      ============   ============   ============   ============
-------------------------------------------------------------------------------------------------------------------
</TABLE>

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

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
                                                            Six Months Ended             Three Months Ended
                                                                 June 30,                    June 30,
                                                           2003          2002           2003           2002
<S>                                                   <C>            <C>            <C>            <C>
Net income                                            $      8,637   $      4,594   $      5,707   $      4,062
Other comprehensive income:
  Foreign currency translation adjustment                    2,286          2,930          3,832          3,314
                                                      ------------   ------------   ------------   ------------
Comprehensive income                                  $     10,923   $      7,524   $      9,539   $      7,376
                                                      ============   ============   ============   ============
-------------------------------------------------------------------------------------------------------------------
</TABLE>

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>
--------------------------------------------------------------------------------------------------
                                                                             Six Months Ended
                                                                                June 30,
                                                                          2003              2002
                                                                        --------------------------
<S>                                                                     <C>              <C>
Cash flow from operating activities:
  Net income                                                            $  8,637         $  4,594
  Adjustments to reconcile from net income to net cash provided
  by (used in) operating activities:
    Depreciation, depletion, and amortization                              8,756            8,801
    Changes in assets and liabilities, net of effects of acquisitions:
      Increase in current assets                                         (17,221)          (8,770)
      Decrease in noncurrent assets                                           35              165
      (Decrease) increase in current liabilities                           1,353             (639)
      Increase in noncurrent liabilities                                     240            1,264
      Other                                                                 (153)             815
                                                                        --------         --------
        Net cash provided by operating activities                          1,647            6,230
                                                                        --------         --------
Cash flow from investing activities:
  Acquisition of land, mineral reserves, and depreciable assets           (6,323)          (7,342)
  Acquisitions                                                              --            (16,805)
  Other                                                                     (978)          (4,276)
                                                                        --------         --------
        Net cash used in investing activities                             (7,301)         (28,423)
                                                                        --------         --------
Cash flow from financing activities:
  Net change in outstanding debt                                           4,043           21,851
  Proceeds from sales of treasury stock                                    1,085            1,140
  Purchases of treasury stock                                             (1,593)          (4,015)
  Dividends paid                                                          (1,965)            (994)
                                                                        --------         --------
        Net cash provided by financing activities                          1,570           17,982
                                                                        --------         --------
Effect of foreign currency rate changes on cash                            1,597            1,596
                                                                        --------         --------
Net decrease in cash and cash equivalents                                 (2,487)          (2,615)
                                                                        --------         --------
Cash and cash equivalents at beginning of period                          15,597           10,320
                                                                        --------         --------
Cash and cash equivalents at end of period                              $ 13,110         $  7,705
                                                                        ========         ========
Supplemental disclosures of cash flow information:
Cash paid for:

  Interest                                                              $    252         $    210
                                                                        ========         ========
  Income taxes                                                          $  2,180         $    702
                                                                        ========         ========
--------------------------------------------------------------------------------------------------
</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,  other  than the  condensed
consolidated  balance  sheet as of  December  31,  2002,  has been  prepared  by
management  and is  unaudited.  The condensed  consolidated  balance sheet as of
December  31,  2002,  has  been  derived  from,  but does  not  include  all the
disclosures contained in, the audited consolidated  financial statements for the
year ended  December 31, 2002. The  information  furnished  herein  includes all
adjustments  which are,  in the  opinion  of  management,  necessary  for a fair
statement of the results of  operations  and cash flows for the interim  periods
ended June 30, 2003 and 2002,  and the  financial  position of the Company as of
June 30,  2003,  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  2002 Annual  Report on Form 10-K
which accompanies the 2002 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  necessary.  At June 30, 2003 the
Company's recorded reclamation  obligation was $5,834.  During the quarter ended
June 30,  2003,  the  obligation  was  reduced by $101 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 June 30, 2003 have been valued using the same methods as at
December 31, 2002. The  composition of inventories at June 30, 2003 and December
31, 2002, was as follows:

--------------------------------------------------------------------------------
                                                 June 30,          December 31,
                                                   2003               2003
--------------------------------------------------------------------------------
Advance mining                                   $ 3,008            $ 2,836
Crude stockpile inventories                       12,120             11,330
In-process inventories                            11,850             15,142
Other raw material, container,
  and supplies inventories                        11,249              9,546
                                                 -------            -------
                                                 $38,227            $38,854
                                                 =======            =======
--------------------------------------------------------------------------------


                                       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.

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------
                                                    Six Months Ended        Three Months Ended
                                                        June 30,                 June 30,
                                                  ------------------------------------------------
                                                    2003        2002         2003       2002
--------------------------------------------------------------------------------------------------
<S>                                               <C>         <C>         <C>         <C>
Weighted average of common shares outstanding     28,051,675  28,416,239  28,108,456  28,378,373
Dilutive impact of stock options                   1,694,130   2,271,887   1,788,485   2,181,390
                                                  ----------  ----------  ----------  ----------
Weighted average of common and common equivalent
  shares for the period                           29,745,805  30,688,126  29,896,941  30,559,763
                                                  ==========  ==========  ==========  ==========
Common shares outstanding at end of period        28,262,630  28,220,874  28,262,630  28,220,874
                                                  ==========  ==========  ==========  ==========
--------------------------------------------------------------------------------------------------
</TABLE>

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 and six months  ended June 30, 2003 and 2002 and
as of June 30, 2003 and December 31, 2002.

--------------------------------------------------------------------------------
                               Six Months Ended            Three Months Ended
                                   June 30,                     June 30,
                            ----------------------------------------------------
                              2003           2002          2003         2002
--------------------------------------------------------------------------------
Business Segment:
  Revenues:
    Minerals                $ 103,719     $  78,828     $ 53,542     $ 45,138
    Environmental              57,402        46,519       33,913       28,026
    Transportation             18,187        15,462        9,390        8,078
    Intersegment shipping      (6,588)       (4,933)      (3,592)      (2,707)
                            ---------     ---------     --------     --------
      Total                 $ 172,720     $ 135,876     $ 93,253     $ 78,535
                            =========     =========     ========     ========

  Operating profit (loss):
    Minerals                $  10,799     $   6,521     $  5,882     $  4,304
    Environmental               7,704         5,521        5,321        4,582
    Transportation                775           455          399          229
    Corporate                  (6,681)       (5,719)      (3,335)      (2,960)
                            ---------     ---------     --------     --------
        Total               $  12,597     $   6,778     $  8,267     $  6,155
                            =========     =========     ========     ========

                          June 30, 2003  Dec. 31, 2002
                          =============  =============
  Assets:
    Minerals                $ 131,105     $ 128,566
    Environmental              75,015        65,783
    Transportation              2,288         1,895
    Corporate                  27,503        25,584
                            ---------     ---------
      Total                 $ 235,911     $ 221,828
                            =========     =========

--------------------------------------------------------------------------------

      All of the  Company's  goodwill at June 30, 2003 and December 31, 2002 was
associated with the minerals segment.

Note 5: STOCK OPTION PLANS

      Prior to 2003,  the  Company  accounted  for its fixed plan stock  options
under  the  recognition  and  measurement  provisions  of APB  Opinion  No.  25,
Accounting  for Stock  Issued to  Employees,  and  related  Interpretations.  No
stock-based  employee  compensation cost was reflected in net income for the six
months  ended June 30,  2002,  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 FASB Statement No. 123,  Accounting  for  Stock-Based
Compensation,  and has elected to apply these  provisions  prospectively  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


                                       6
<PAGE>

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

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>
------------------------------------------------------------------------------------------------------
                                                         Six Months Ended       Three Months Ended
                                                              June 30,               June 30,
                                                      ------------------------------------------------
                                                         2003         2002       2003        2002
------------------------------------------------------------------------------------------------------
<S>                                                   <C>         <C>         <C>         <C>
Net income, as reported                               $   8,637   $   4,594   $   5,707   $   4,062
Add: Stock-based employee compensation
expense included in reported net income,
    net of related tax effects                              132        --            66        --
Deduct: Total stock-based employee compensation
    expense determined under fair value based method
    for all awards, net of related tax effects             (414)       (390)       (207)       (195)
                                                      ---------   ---------   ---------   ---------
Pro forma net income                                  $   8,355   $   4,204   $   5,566   $   3,867
                                                      =========   =========   =========   =========

Earnings per share:

Basic - as reported                                   $    0.30   $    0.16   $    0.20   $    0.14
Basic - pro forma                                     $    0.30   $    0.15   $    0.20   $    0.14

Diluted - as reported                                 $    0.29   $    0.15   $    0.19   $    0.13
Diluted - pro forma                                   $    0.28   $    0.14   $    0.19   $    0.13
------------------------------------------------------------------------------------------------------
</TABLE>

Note 6: ACQUISITIONS

      On May 1, 2002, the Company acquired all of the outstanding stock of Colin
Stewart Minchem Limited (CSM), a specialty minerals and chemical Company located
in the United  Kingdom,  in exchange for cash. The aggregate  purchase price was
$15,507.  The purchase was financed  utilizing  the Company's  revolving  credit
facility.

      CSM  supplies  intermediate  products,   industrial  minerals,   inorganic
chemicals,  and  additives  to  customers  operating  in the laundry  detergent,
packaging,  oil exploration and water treatment markets.  The acquisition of CSM
provides an additional  platform for the Company to expand its global operations
and  presence.  The  results  of CSM's  operations  have  been  included  in the
condensed consolidated financial statements from the acquisition date.


                                       7
<PAGE>

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

      The following  tables  summarize  the estimated  fair values of the assets
acquired and  liabilities  assumed at the date of the  acquisition and unaudited
pro forma  results of operations  as if the  acquisition  of CSM had occurred on
January  1,  2002.  The  unaudited  pro  forma  information  is not  necessarily
indicative of the combined  results that would have occurred had the acquisition
taken  place on January  1, 2002,  nor is it  necessarily  indicative  of future
results.

--------------------------------------------------------------------------------
                                                                       At May 1,
                                                                         2002
--------------------------------------------------------------------------------
Current assets                                                         $ 6,263
Fixed assets                                                            10,520
Goodwill                                                                 4,172
                                                                       -------
  Total assets acquired                                                $20,955
                                                                       -------

Current liabilities                                                    $ 3,023
Other liabilities                                                        2,425
                                                                       -------
  Total liabilities assumed                                            $ 5,448
                                                                       =======

    Net assets acquired                                                $15,507
                                                                       =======
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------
                             Actual            Pro Forma            Actual             Pro Forma
                         Six Months Ended   Six Months Ended  Three Months Ended   Three Months Ended
                              June 30,          June 30,           June 30,             June 30,
                         -----------------------------------------------------------------------------
                                2003              2002              2003                 2002
------------------------------------------------------------------------------------------------------
<S>                         <C>               <C>                <C>                 <C>
Net sales                   $  172,720        $  146,535         $   93,253          $   81,200
Net income                       8,637             5,309              5,707               4,241
Basic earnings per share          0.30              0.19               0.20                0.15
Diluted earnings per share        0.29              0.18               0.19                0.14
------------------------------------------------------------------------------------------------------
</TABLE>

      Note 7: DERIVATIVES

      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.

      The  Company  uses  variable   rate  credit   facilities  to  finance  its
operations. These debt obligations expose the Company to variability in interest
payments due to changes in interest rates. If interest rates increase,  interest
expense increases. Conversely, if interest rates decrease, interest expense also
decreases.

      At June 30,  2003,  and for the six months then ended,  the Company had no
derivative instruments outstanding.


                                       8
<PAGE>

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

Three Months Ended June 30, 2003 vs. 2002

      Net sales for the second  quarter of 2003 were $93.3  million which was an
increase of $14.7  million,  or 19% over the same period in 2002.  The Company's
minerals segment accounted for 57% of net sales and 57% of the increase over the
second quarter of 2002. Environmental segment sales represented 36% of net sales
for the quarter and 40% of the increase.  Transportation segment sales accounted
for  7% of  the  total,  after  eliminating  intersegment  sales,  and 3% of the
increase over the second quarter of 2002.

      Gross profit was $23.2  million  compared  with $19.3 million in the prior
year quarter. Gross margin improved to 24.9% from 24.5% in the comparable period
in 2002. The improvement in margins followed the increase in net sales and lower
unit production costs in certain minerals segment businesses.

      General,  selling and administrative expenses totaled $14.9 million in the
quarter  compared  with $13.1  million in the prior  year,  an  increase of 14%.
Higher pension,  insurance and compensation costs contributed  approximately 40%
of the  increase.  Selling and  administrative  expenses  associated  with Colin
Stewart  Minchem,  which is part of the  minerals  segment and was owned for two
months in the 2002 second quarter,  also accounted for  approximately 40% of the
increase.

      Operating  profit  for the  period  was $8.3  million  compared  with $6.2
million in the prior year. The increase followed the improvement in gross profit
that was generated by higher net sales.

      Interest  expense  was $122  thousand in the  quarter  compared  with $148
thousand in the prior year.  The decrease was due to higher  average debt levels
in the prior year quarter due to the  acquisition of Colin Stewart Minchem (CSM)
during  that  period.  Additionally,  borrowing  rates  were lower in the second
quarter of 2003 compared with the prior year  quarter.  The Company's  borrowing
rates are primarily based on the three-month LIBOR which have decreased relative
to last year.

      The effective income tax rate for the quarter was 34% compared with 36% in
the prior year.  Lower tax rates on  foreign-sourced  income were the reason for
the decrease.

      Income from minority interests and joint ventures was $0.2 million in both
reporting periods.

      Net income was $5.7 million in the second  quarter of 2003  compared  with
$4.1  million  in the prior  year  period.  The  increase  was the result of the
improvement in sales and operating profit described above.  Diluted earnings per
share totaled  $0.19 per share  compared to $0.13 per share in the 2002 quarter.
Weighted average common and common  equivalent shares  outstanding  decreased by
approximately 2% from the prior year period to 29.9 million. The decrease is the
result of stock repurchases executed by the Company over the last twelve months.


                                       9
<PAGE>

      Segment Analysis

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------
          Minerals                              Three Months Ended June 30,
                             ----------------------------------------------------------------
                                     2003                    2002             2003 vs. 2002
                             ----------------------------------------------------------------
                                                   (Dollars in Thousands)
---------------------------------------------------------------------------------------------
<S>                          <C>           <C>       <C>           <C>      <C>         <C>
Product sales                $47,842       89.4%     $40,741       90.3%
Shipping revenue               5,700       10.6%       4,397        9.7%
                             -------       ----      -------       ----
Net sales                     53,542      100.0%      45,138      100.0%     8,404      18.6%
Cost of sales - product       37,345       69.7%      32,314       71.6%
Cost of sales - shipping       5,700       10.6%       4,397        9.7%
                             -------       ----      -------       ----
Cost of sales                 43,045       80.3%      36,711       81.3%
                             -------       ----      -------       ----
  Gross profit                10,497       19.7%       8,427       18.7%     2,070      24.6%
General, selling and           4,615        8.6%       4,123        9.1%       492      11.9%
                             -------       ----      -------       ----      -----
  administrative expenses
Operating profit               5,882       11.1%       4,304        9.6%     1,578      36.7%
---------------------------------------------------------------------------------------------
</TABLE>

      Approximately  55% of the $8.4  million  increase in minerals net sales in
the second quarter was  contributed by CSM which was owned for two months in the
2002  second  quarter.   The  domestic   minerals   business  units  contributed
approximately 30% of the increase. Sales volume in the domestic metalcasting and
oil  well  businesses  increased  over  the  prior  year  quarter.  Pricing  was
comparable to 2002 second  quarter levels in the domestic  minerals  businesses.
The segment's Asian-based mineral's businesses  contributed the remainder of the
sales increase.

      Gross profit earned on domestic minerals sales accounted for approximately
60% of the increase  over the second  quarter of 2002.  Lower  production  costs
associated  with the pet products  business  contributed  to the  improvement in
domestic  gross  profit.  Approximately  24% of the increase in gross profit was
attributed  to  the  segment's  Asian-based  businesses.  The  remainder  of the
improvement in gross profit was attributed to CSM.

      Approximately 65% of the increase in general,  selling and  administrative
expenses was attributed to CSM.  Increases in pension and employee benefit costs
for domestic personnel contributed most of the remaining increase.

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------
        Environmental                            Three Months Ended June 30,
                               -----------------------------------------------------------------
                                       2003                   2002              2003 vs. 2002
                               -----------------------------------------------------------------
                                                   (Dollars in Thousands)
------------------------------------------------------------------------------------------------
<S>                            <C>           <C>       <C>           <C>       <C>       <C>
Product sales                  $31,270       92.2%     $26,139       93.3%
Shipping revenue                 2,643        7.8%       1,887        6.7%
                               -------      -----      -------      -----
Net sales                       33,913      100.0%      28,026      100.0%     5,887      21.0%
                               -------      -----      -------      -----
Cost of sales - product         19,596       57.8%      16,117       57.5%
Cost of sales - shipping         2,643        7.8%       1,887        6.7%
                               -------      -----      -------      -----
Cost of sales                   22,239       65.6%      18,004       64.2%
                               -------      -----      -------      -----
  Gross profit                  11,674       34.4%      10,022       35.8%     1,652      16.5%
General, selling and
    administrative expenses      6,353       18.8%       5,440       19.4%       913      16.8%
                               -------      -----      -------      -----      -----
  Operating profit               5,321       15.6%       4,582       16.4%       739      16.1%
------------------------------------------------------------------------------------------------
</TABLE>

      Lining  technologies  accounted for  approximately  65% of the increase in
sales.  Both  domestic and  international  shipments  contributed  to the higher
lining technology sales.  Building materials  accounted for approximately 35% of
the increase in sales.  The increase was  primarily  led by higher  shipments in
Europe.


                                       10
<PAGE>

      The 17% increase in gross profit over the 2002 second quarter  corresponds
with the increase in sales.  Gross margin  declined by 140 basis points from the
second  quarter of 2002.  This was  primarily  due to the higher  proportion  of
shipping revenue generated by lining  technology export shipments.  No profit is
earned on shipping  revenue.  Lower gross margins were also realized on European
offshore revenues.

      Higher  professional  fees were the primary  component  of the increase in
general,  selling  and  administrative  expenses.   Compensation  expenses  also
increased over the second quarter of 2002.

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------
    Transportation                           Three Months Ended June 30,
                             --------------------------------------------------------------
                                    2003                  2002             2003 vs. 2002
                             --------------------------------------------------------------
                                                (Dollars in Thousands)
-------------------------------------------------------------------------------------------
<S>                          <C>         <C>       <C>         <C>       <C>         <C>
Net sales                    $9,390      100.0%    $8,078      100.0%    $1,312      16.2%
Cost of sales                 8,365       89.1%     7,259       89.9%
                             ------      -----     ------      -----

  Gross profit                1,025       10.9%       819       10.1%       206      25.2%
General, selling and
  administrative expenses       626        6.7%       590        7.3%        36       6.1%
                             ------      -----     ------      -----     ------
Operating profit                399        4.2%       229        2.8%       170      74.2%
-------------------------------------------------------------------------------------------
</TABLE>

      Intersegment  sales  contributed  approximately  two-thirds  of the  sales
increase.  Higher  traffic  levels  and new  customer  sales  accounted  for the
remainder of the increase over the 2002 second quarter.  Gross margins increased
80 basis  points due to higher  equipment  utilization  rates and  better  sales
pricing.

      General,  selling  and  administrative  expenses  increased  due to higher
personnel costs.

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------
    Corporate                                 Three Months Ended June 30,
                                 ----------------------------------------------------
                                   2003            2002            2003 vs. 2002
                                 ----------------------------------------------------
                                                 (Dollars in Thousands)
-------------------------------------------------------------------------------------
<S>                              <C>             <C>             <C>          <C>
Intersegment shipping sales      $(3,592)        $(2,707)
Intersegment shipping costs       (3,592)         (2,707)
                                 -------         -------
  Gross profit                      --              --
Corporate general, selling
  and administrative expenses      2,415           1,889          526           27.8%
Nanocomposite business

  development expenses               920           1,071         (151)        -14.1%
                                 -------         -------         ----
Operating loss                    (3,335)         (2,960)        (375)          12.7%
-------------------------------------------------------------------------------------
</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.

      The increase in corporate  general,  selling and  administrative  expenses
related to higher compensation and employee benefit costs.  Approximately 30% of
the increase over the second quarter of 2002 related to higher  defined  benefit
pension plan expenses. As disclosed in footnote 5 to the


                                       11
<PAGE>

condensed  consolidated  financial  statements,  effective  January 1, 2003, the
Company adopted the fair value recognition provisions of FASB Statement No. 123,
Accounting  for  Stock-Based   Compensation.   The  Company  elected  to  record
stock-based  based  compensation  costs using fair value  under the  prospective
method.

      Lower nanocomposite development expenses were due to a decline in research
and development costs.

Six months ended June 30, 2003 vs. 2002

      Net sales for the six  months  ended  June 30,  2003 were  $172.7  million
compared  with $135.9  million for the prior year period.  The minerals  segment
accounted  for 60% of net  sales  while  the  environmental  and  transportation
segments   represented   33%  and   7%,   respectively.   Minerals   contributed
approximately  67% of the increase in net sales over the prior year period.  The
environmental and transportation  segments contributed 30% and 3%, respectively,
to the increase in net sales. The largest component of the increase in net sales
was CSM,  which was acquired as of May 1, 2002,  and is included in the minerals
segment.  This business  accounted for  approximately 36% of the increase in net
sales for the Company over the prior year period.

      Gross  profit was $41.8  million for the six month  period  ended June 30,
2003 compared with $31.9 million for the 2002 period.  The 31% increase in gross
profit  followed  the  increase  in net sales.  Gross  margin  improved to 24.2%
compared to 23.4%.  The  improvement  was primarily  contributed by the minerals
segment due to lower production costs at certain domestic business units and the
acquisition of CSM.

      General,  selling and administrative expenses were $29.2 for the six month
period ended June 30, 2003  compared  with $25.1 in the prior year  period.  CSM
accounted for 33% of the increase.  Higher pension,  insurance and  compensation
costs were responsible for the remainder of the increase.

      Operating profit was $12.6 million for the six month period ended June 30,
2003 compared  with $6.8 million in the prior year period.  The  improvement  in
operating  profit  followed  the increase in sales and gross  profit.  Operating
profit  margin for the six month  period  ended June 30, 2003 was 7.3%  compared
with 5.0% in the prior year period.

      Net interest expense was $202 thousand for the six month period ended June
30, 2003 compared with $240 thousand in the prior year period.  Lower  borrowing
rates were the principal reason for the decline in the current year period.  Net
other  income was $162  thousand  for the six month  period  ended June 30, 2003
compared  with net other  expense of $77 thousand in the prior year period.  The
primary  reason for the change was  associated  with foreign  currency  exchange
transactions  which  resulted in a net gain in the current year period  compared
with a net loss in the prior year period.

      Income tax expense was $4.3  million for the six month  period  ended June
30, 2003  compared  with $2.3  million for the prior year  period.  The increase
followed the increase in pre-tax  income which  resulted  from higher  operating
profits as described  above.  The effective tax rate for the current year period
was 34% compared  with 36% for the prior year period.  The point decline was due
to a change  in the mix of  earnings  resulting  in  lower  tax  provisions  for
earnings generated in foreign jurisdictions.


                                       12
<PAGE>

      Net income was $8.6  million for the six month  period ended June 30, 2003
compared with $4.6 million for the prior year period. The increase resulted from
the improvement in sales and operating profit described above.  Diluted earnings
per share  totaled  $0.29 per share for the current  year period  compared  with
$0.15  per  share  for the 2002  period.  Weighted  average  common  and  common
equivalent shares outstanding  decreased by approximately 3% from the prior year
period to 29.7 million. The decrease is the result of stock repurchases executed
by the Company over the last twelve months.

      Segment Analysis

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------
      Minerals                                     Six Months Ended June 30,
                                        2003                   2002              2003 vs. 2002
                                                   (Dollars in Thousands)
--------------------------------------------------------------------------------------------------
<S>                            <C>            <C>       <C>           <C>       <C>         <C>
Product sales                  $ 93,903       90.5%     $71,801       91.1%
Shipping revenue                  9,816        9.5%       7,027        8.9%
                               --------      -----      -------      -----
Net sales                       103,719      100.0%      78,828      100.0%     24,891      31.6%
                               --------      -----      -------      -----
Cost of sales - product          73,956       71.3%      57,805       73.3%
Cost of sales - shipping          9,816        9.5%       7,027        8.9%
                               --------      -----      -------      -----
Cost of sales                    83,772       80.8%      64,832       82.2%
                               --------      -----      -------      -----

  Gross profit                   19,947       19.2%      13,996       17.8%      5,951      42.5%
General, selling and
    administrative expenses       9,148        8.8%       7,475        9.5%      1,673      22.4%
                               --------      -----      -------      -----      ------
  Operating profit               10,799       10.4%       6,521        8.3%      4,278      65.6%
--------------------------------------------------------------------------------------------------
</TABLE>

      Approximately 57% of the $24.9 million increase in minerals net sales over
the 2002 period was  contributed by CSM which was acquired by the Company on May
1, 2002. The domestic minerals  business units contributed  approximately 33% of
the increase.  Sales volume in the domestic  metalcasting,  oil drilling and pet
products businesses increased over the prior year period. Pricing in the current
year period in the domestic minerals businesses was comparable to the prior year
period. The segment's Asian-based minerals businesses  contributed the remainder
of the sales increase.

      Gross profit earned on domestic minerals sales accounted for approximately
60% of the  increase  over  the  prior  year  period.  Approximately  25% of the
increase in gross profit was  attributed to CSM while the segment's  Asian-based
businesses contributed the remainder.  Gross margin improved by 140 basis points
to 19.2% for the current year period.  The  improvement  was  generated  through
higher volume  associated  with the increase in sales relative to the prior year
period, and from lower production costs in the pet products business.

      Approximately 80% of the increase in general,  selling and  administrative
expenses was attributed to CSM.  Increases in pension and employee benefit costs
for domestic personnel contributed most of the remaining increase.


                                       13
<PAGE>

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------
   Environmental                                   Six Months Ended June 30,
                               -----------------------------------------------------------------
                                       2003                    2002             2003 vs. 2002
                               -----------------------------------------------------------------
                                                    (Dollars in Thousands)
------------------------------------------------------------------------------------------------
<S>                            <C>           <C>       <C>           <C>       <C>         <C>
Product sales                  $53,223       92.7%     $43,359       93.2%
Shipping revenue                 4,179        7.3%       3,160        6.8%
                               -------      -----      -------      -----
Net sales                       57,402      100.0%      46,519      100.0%     10,883      23.4%
                               -------      -----      -------      -----
Cost of sales - product         33,353       58.1%      27,036       58.1%
Cost of sales - shipping         4,179        7.3%       3,160        6.8%
                               -------      -----      -------      -----
Cost of sales                   37,532       65.4%      30,196       64.9%
                               -------      -----      -------      -----
Gross profit                    19,870       34.6%      16,323       35.1%      3,547      21.7%
General, selling and
    administrative expenses     12,166       21.2%      10,802       23.2%      1,364      12.6%
                               -------      -----      -------      -----      ------
  Operating profit               7,704       13.4%       5,521       11.9%      2,183      39.5%
------------------------------------------------------------------------------------------------
</TABLE>

      Lining  technologies  accounted for  approximately  60% of the increase in
sales.  Both  domestic and  international  shipments  contributed  to the higher
lining technology sales.  Building materials  accounted for approximately 30% of
the increase in sales.  The increase was  primarily  led by higher  shipments in
Europe.

      The 22%  increase in gross  profit over the prior year period  corresponds
with the increase in sales.  Gross  margin  declined by 50 basis points from the
prior year period.  This was primarily due to the higher  proportion of shipping
revenue generated by lining technology export shipments.  No profit is earned on
shipping revenue.

      Higher  professional  fees were the primary  components of the increase in
general, selling and administrative expenses.  Compensation and employee benefit
costs also increased over the 2002 period.

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------
  Transportation                                  Six Months Ended June 30,
                            -------------------------------------------------------------------
                                     2003                    2002             2003 vs. 2002
                            -------------------------------------------------------------------
                                                   (Dollars in Thousands)
-----------------------------------------------------------------------------------------------
<S>                          <C>          <C>        <C>          <C>       <C>         <C>
Net sales                    $18,187      100.0%     $15,462      100.0%    $2,725      17.6%
Cost of sales                 16,184       89.0%      13,860       89.6%
                             -------      -----      -------      -----
  Gross profit                 2,003       11.0%       1,602       10.4%       401      25.0%
General, selling and
  administrative expenses      1,228        6.8%       1,147        7.4%        81       7.1%
                             -------      -----      -------      -----     ------
Operating profit                 775        4.2%         455        3.0%       320      70.3%
-----------------------------------------------------------------------------------------------
</TABLE>

      Intersegment  sales  contributed  approximately  45% of the sales increase
over the prior  year  period.  Higher  traffic  levels  and new  customer  sales
accounted  for the remainder of the  increase.  Gross margin  increased 60 basis
points due to higher equipment utilization rates and better sales pricing.

      General,  selling  and  administrative  expenses  increased  due to higher
compensation and employee benefit costs.


                                       14
<PAGE>

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------
      Corporate                                  Six Months Ended June 30,
                                    -----------------------------------------------------
                                      2003           2002             2003 vs. 2002
                                    -----------------------------------------------------
                                                  (Dollars in Thousands)
-----------------------------------------------------------------------------------------
<S>                                 <C>            <C>             <C>           <C>
Intersegment shipping sales         $(6,588)       $(4,933)
Intersegment shipping costs          (6,588)        (4,933)
                                    -------        -------
Gross profit                             --             --
Corporate general, selling
  and administrative expenses         4,733          3,479         1,254          36.0%
Nanocomposite business
  development expenses                1,948          2,240          (292)        -13.0%
                                    -------        -------         -----
Operating loss                       (6,681)        (5,719)         (962)         16.8%
-----------------------------------------------------------------------------------------
</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.

      The increase in corporate  general,  selling and  administrative  expenses
relate  to  higher   compensation  and  employee  benefit  costs.   Included  in
compensation  costs in the  current  period  was a portion  of the fair value of
stock-options granted to employees in the current year. As disclosed in footnote
5 to the condensed  consolidated  financial statements,  effective on January 1,
2003,  the  Company  adopted  the  fair  value  recognition  provisions  of FASB
Statement No. 123, Accounting for Stock-Based Compensation.  The Company elected
to prospectively record stock-based based compensation costs using fair value.

      Lower nanocomposite development expenses were due to a decline in research
and development costs.

Liquidity and Capital Resources

      Working  capital was $67.6  million and $58.5 million at June 30, 2003 and
December  31,  2002,  respectively.  The  current  ratio  at June  30,  2003 was
2.17-to-1 compared with 2.11-to-1 at December 31, 2002.

      Net cash  provided by  operating  activities  was $1.6 million for the six
months  ended  June  30,  2003  compared  with net cash  provided  by  operating
activities of $6.2 million in the 2002 six month period.  The primary difference
in operating  cash flow between the two periods was attributed to current assets
which  increased by $17.2 million in the first six months of 2003 compared to an
increase  of $8.8  million  in the  prior  year's  six  month  period.  Accounts
receivable  increased by approximately  $15.1 million from the December 31, 2002
balance and,  therefore,  was the major  contributor  to the increase in current
assets.  The increase in accounts  receivable follows the increase in sales over
the three month period ended on June 30, 2003.

      Capital  expenditures  were  approximately  $6.3  million in the first six
months of 2003 compared with $7.3 million in the prior year period.

      Net cash  provided by  financing  activities  totaled  $1.6 million in the
first six months of 2003 compared with $1.8 million for the same period in 2002.
The Company  borrowed  approximately  $4.0


                                       15
<PAGE>

million from its revolving  credit  facility during the first six months of 2003
to fund operating  working  capital  needs.  Dividends paid on common stock were
approximately  $2.0 million and the Company  repurchased  267 thousand shares of
common stock in the first six months of 2003 for a total of  approximately  $1.6
million.   Approximately   $3.7   million   remains  in  the  stock   repurchase
authorization approved by the Company's board of directors. The Company received
approximately  $1.1 million in proceeds  from the  exercise of stock  options by
employees and directors in the first six moths of 2003.

      The Company has a revolving credit facility of $125 million with financial
institutions  that matures in October 2003. As of June 30, 2003, the Company had
approximately  $108 million of unused,  committed  credit lines.  The Company is
currently in the process of negotiating  with financial  institutions  for a new
revolving  credit  facility  with  similar  terms and  borrowing  capacity.  The
existing and  anticipated  replacement  credit  facilities  combined  with funds
generated  from   operations  are  expected  to  be  adequate  to  fund  capital
expenditures  and other  investments  approved by the board of directors at this
time.

      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
operations 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 June 30, 2003. See disclosures as of December 31, 2002 in
the Company's Annual Report on Form 10-K, Item 7A.

Item 4: Controls and Procedures

      As of the end of the period  covered by this  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
over  financial  reporting or in other factors that could  significantly  affect
those controls subsequent to the date the evaluation was carried out.


                                       16
<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 15,
            2003.

      (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
--------------------------------------------------------------------------------
Robert E. Driscoll, III                     21,236,278                2,066,762
Daniel P. Casey                             22,705,070                  597,970
Dale E. Stahl                               21,230,831                2,072,209
--------------------------------------------------------------------------------

            2.    To amend AMCOL's 1998 Long-Term Incentive Plan

--------------------------------------------------------------------------------
     For                           Against                            Abstain
--------------------------------------------------------------------------------
 21,138,185                       2,119,508                           45,343
--------------------------------------------------------------------------------

            3.    To ratify the  appointment  of AMCOL's  independent  auditor's
                  (KPMG, LLP)

--------------------------------------------------------------------------------
     For                           Against                            Abstain
--------------------------------------------------------------------------------
 19,889,380                       3,384,791                            28,867
--------------------------------------------------------------------------------

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  21,  2003,
            furnishing  a  press  release  disclosing  the  Company's  operating
            results for the first quarter ended March 31, 2003.


                                       17
<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: August 12, 2003             /s/ Lawrence E. Washow
                                  ----------------------------------------------
                                  Lawrence E. Washow
                                  President and Chief Executive Officer

Date: August 12, 2003             /s/ Gary L. Castagna
                                  ----------------------------------------------
                                  Gary L. Castagna
                                  Senior Vice President and Chief Financial
                                    Officer and Principal Accounting Officer

                                 CERTIFICATIONS

08/12/03                                        Lawrence E. Washow
08/12/03                                         Gary L. Castagna


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<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)

10.11   Credit Agreement by and among AMCOL International Corporation and Harris
        Trust and Savings Bank,  individually  and as agent,  NBD Bank,  LaSalle
        National Bank and the Northern  Trust Company dated October 4, 1994 (7);
        First Amendment to Credit Agreement dated September 25, 1995 (9), Second
        Amendment to Credit  Agreement dated March 28, 1996 (-), Third Amendment
        to Credit  Agreement dated September 12, 1996 (11),  Fourth Amendment to
        Credit  Agreement  dated  December 15, 1998 (18) and Fifth  Amendment to
        Credit Agreement dated May 26, 2000 (20)

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)

31      Rule 13a - 14(a) / 15d-14(a) Certifications

32      Certification of Periodic Financial Report Pursuant to 18 U.S.C. Section
        1350, dated August 12, 2003

----------

(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.


                                       19
<PAGE>

(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.

(18)    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, 1999.

(19)    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, 1999.

(20)    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, 2000.

(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.


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