SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

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

               For the quarterly period ended September 30, 2000
                                       or
          ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

For the transition period from                                  to

Commission file number                      0-15661

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

<TABLE>
<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 November 8, 2000
(Common stock, $.01 par value)                             28,355,889
<PAGE>
                         AMCOL INTERNATIONAL CORPORATION

                                      INDEX


Part I - Financial Information


     Item 1  Financial Statements

             Condensed Consolidated Balance Sheets -
             September 30, 2000 and December 31, 1999                          1

             Condensed Consolidated Statements of Operations -
             nine months and three months ended September 30, 2000 and 1999    2

             Condensed Consolidated Statements of Comprehensive Income -
             nine months and three months ended September 30, 2000 and 1999    3

             Condensed Consolidated Statements of Cash Flows -
             nine months ended September 30, 2000 and 1999                     4

             Notes to Condensed Consolidated Financial Statements              5

     Item 2  Management's Discussion and Analysis of Financial
             Condition and Results of Operations                               8

     Item 3  Quantitative and Qualitative Disclosure About Market Risk        14

Part II - Other Information

     Item 1  Legal Proceedings                                                14

     Item 6  Exhibits and Reports on Form 8-K                                 14
<PAGE>
                     Part I, Item 1 - FINANCIAL INFORMATION
                AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (In thousands)

<TABLE>
<CAPTION>
                                                                ASSETS
                                                                         September 30,
                                                                              2000               December 31,
                                                                          (Unaudited)                1999
                                                                      ---------------------   --------------------
Current assets:                                                                                        *
<S>                                                                       <C>                        <C>
     Cash                                                                 $   5,069                  $   3,954
     Cash equivalents                                                       192,084                         --
     Accounts receivable, net                                                61,183                     52,056
     Inventories                                                             31,883                     30,965
     Prepaid expenses                                                         6,473                      6,566
     Net current assets of discontinued operations                               --                     40,147
     Current deferred tax asset                                               6,340                      6,347
         Total current assets                                               303,032                    140,035

Investment in and advances to joint ventures                                 10,826                      9,111

Property, plant, equipment and mineral reserves                             196,013                    195,322
     Less accumulated depreciation                                          114,557                    106,062
                                                                             81,456                     89,260

Intangible assets, net                                                          485                        452
Net long-term assets of discontinued operations                                  --                     80,046
Other long-term assets, net                                                  12,968                      5,047
                                                                          $ 408,767                  $ 323,951

                                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
     Notes payable and current maturities of debt                         $   1,042                  $     509
     Accounts payable                                                        12,936                     10,776
     Accrued income taxes                                                   167,620                      2,301
     Accrued liabilities                                                     27,233                     21,394
         Total current liabilities                                          208,831                     34,980

Long-term debt                                                               55,306                     93,914

Deferred credits and other liabilities                                        9,667                      8,617

Stockholders' equity:
     Common stock                                                               320                        320
     Additional paid-in capital                                              74,904                     76,440
     Foreign currency translation adjustment                                 (2,822)                    (2,607)
     Retained earnings                                                       84,115                    142,270
     Treasury stock                                                         (21,554)                   (29,983)
                                                                            134,963                    186,440
                                                                          $ 408,767                  $ 323,951
</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 STATEMENTS OF OPERATIONS
                                   (Unaudited)
                                 (In thousands)

<TABLE>
<CAPTION>
                                                      Nine Months Ended                    Three Months Ended
                                                        September 30,                         September 30,
Continuing operations                             2000                1999               2000               1999

<S>                                              <C>               <C>               <C>                <C>
Net sales                                        $ 214,848         $ 227,844         $  74,284          $  79,944
Cost of sales                                      162,026           175,825            56,105             61,602
     Gross profit                                   52,822            52,019            18,179             18,342
General, selling and administrative
   expenses                                         39,286            44,977            13,270             14,462
Asset impairment and business
   realignment expenses                              2,440                --             2,440                 --
     Operating profit                               11,044             7,042             2,469              3,880
Other income (expense):
     Investment income                               6,717                --             3,633                 --
     Interest expense, net                          (2,426)           (2,906)           (1,009)              (954)
     Other income, net                                (374)             (622)             (323)              (670)
                                                     3,917            (3,528)            2,301             (1,624)

     Income from continuing
         operations before income taxes
         and equity in income of joint
         ventures                                   14,961             3,514             4,770              2,256
Income taxes                                         5,950             1,157             2,021                721
     Income from continuing
         operations before equity in
         income of joint ventures                    9,011             2,357             2,749              1,535
     Equity in income of
         joint ventures                                333               268               182                144
     Income from continuing
         operations                                  9,344             2,625             2,931              1,679
Discontinued operations (Note 6)
     Income from operations of
         absorbent polymers segment
         (net of income taxes)                       7,766            20,238                --              7,696
     Gain on sale of absorbent
         polymers segment (net of
         income taxes of $207,570)                 314,064                --               193                 --
                                                   321,064            20,238               193              7,696
Extraordinary loss on early
     extinguishment of debt (net of
     income tax benefit of $238)                      (443)               --                --                 --
     Net income                                  $ 330,731         $  22,863         $   3,124          $   9,375
</TABLE>




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

<TABLE>
<CAPTION>
                                                 Nine Months Ended                     Three Months Ended
                                                   September 30,                          September 30,
                                              2000               1999                2000               1999

<S>                                         <C>                <C>               <C>                 <C>
Weighted average common shares              27,316,498         26,762,283        27,943,373          26,763,593
Weighted average common and
     common equivalent shares               29,334,941         27,147,789        30,781,245          27,328,232

Basic earnings per share
Continuing operations                     $        .34        $       .10      $        .10       $         .06
Discontinued operations
     From operations                      $        .28        $       .76      $         --       $         .29
     Gain on sale                         $      11.50        $        --      $        .01       $          --
                                          $      11.78        $       .76      $        .01       $         .29
Extraordinary item                        $       (.02)       $        --      $         --       $          --
Net income                                $      12.11        $       .85      $        .11       $         .35

Diluted earnings per share
Continuing operations                     $        .32        $       .10      $        .10       $         .06
Discontinued operations
     From operations                      $        .26        $       .75      $         --       $         .28
     Gain on sale                         $      10.71        $        --      $        .01       $          --
                                          $      10.97        $       .75      $        .01       $         .28
Extraordinary item                        $       (.02)       $        --      $         --       $          --
Net income                                $      11.27        $       .84      $        .10       $         .34
</TABLE>

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

<TABLE>
<CAPTION>
                                               Nine Months Ended September 30,             Three Months Ended
                                                                                              September 30,
                                                  2000                1999               2000               1999
<S>                                              <C>                <C>               <C>                 <C>
Net income                                       $ 330,731          $ 22,863          $   3,124           $9,375
Other comprehensive income:
  Foreign currency translation adjustment           (5,361)           (1,177)              (452)             139
  Reclassification adjustment for
     foreign currency losses included
     in net income                                   5,146                --                 --               --
Comprehensive income                             $ 330,516          $ 21,686          $   2,672           $9,514
</TABLE>

<PAGE>

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

<TABLE>
<CAPTION>
                                                                                   Nine Months Ended
                                                                                     September 30,
                                                                             2000                      1999
Cash flow from operating activities:
<S>                                                                        <C>                       <C>
     Income from continuing operations                                     $   9,344                 $ 2,625
     Adjustments to reconcile income from continuing
       operations to net cash provided by operating activities:
         Depreciation, depletion, and amortization                            15,279                  15,420
         Other                                                                 1,407                   1,944
         (Increase) decrease in current assets                                (3,148)                  5,625
         Increase (decrease) in current liabilities                            2,599                  (4,618)

         Net cash provided by operating activities of
              continuing operations                                           25,481                  20,996
         Net cash provided by operating activities of
              discontinued operations                                            665                   1,319

Cash flow from investing activities:
     Acquisition of land, mineral reserves,
        depreciable and intangible assets                                    (10,769)                (15,019)
     Net proceeds from sale of absorbent polymers segment                    605,222                      --
     Other                                                                    (6,889)                 (3,415)

         Net cash provided by (used in) investing activities                 587,564                 (18,434)

Cash flow from financing activities:
     Net change in outstanding debt                                          (38,075)                  2,114
     Dividends paid                                                           (4,057)                 (5,350)
     Partial liquidation distribution                                       (384,829)                     --
     Early extinguishment of debt                                               (443)                     --
     Treasury stock transactions                                               6,893                  (1,377)

         Net cash used in financing activities                              (420,511)                 (4,613)

Net increase (decrease) in cash and cash equivalents                         193,199                    (732)

Cash and cash equivalents at beginning of period                               3,954                   6,206

Cash and cash equivalents at end of period                                 $ 197,153                 $ 5,474

Supplemental disclosure of cash flow information

Actual cash paid for:
     Interest                                                              $   4,848                 $ 4,333

     Income taxes                                                          $  55,818                 $13,956
</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,  1999,  has been  prepared  by
management without audit by independent certified public accountants pursuant to
the rules of the  Securities and Exchange  Commission  for quarterly  reports on
Form  10-Q  and do not  include  all of the  information  and  note  disclosures
required by  accounting  principles  generally  accepted in the United States of
America.  The condensed  consolidated balance sheet as of December 31, 1999, has
been  derived  from and does not include all the  disclosures  contained  in the
audited consolidated  financial statements for the year ended December 31, 1999.
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  condensed
consolidated  financial information be read in conjunction with the consolidated
financial statements and related notes included in the Company's 1999 Form 10-K,
which accompanies the 1999 Corporate Report.

     The results of operations  for the  nine-month  period ended  September 30,
2000, are not necessarily indicative of the
results to be expected for the full year.

Note 2: INVENTORIES

     Inventories  at September  30, 2000 have been valued using the same methods
as at December 31, 1999.  The  composition  of inventories at September 30, 2000
and December 31, 1999, was as follows:

<TABLE>
<CAPTION>
                                                                       September 30, 2000          December 31, 1999
<S>                                                                         <C>                         <C>
Crude stockpile and in-process inventories                                  $ 18,777                    $ 19,099
Other raw material, container and supplies inventories                        13,106                      11,866
                                                                            $ 31,883                    $ 30,965
</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 during each period. The number of options  outstanding  increased in
connection  with  the  partial  liquidation  associated  with  the  sale  of the
absorbent polymers segment.  The dilutive impact of options was more significant
as a result of the increase in outstanding options.
<PAGE>
                AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)
                                 (In thousands)
                                   (continued)

Note 3: EARNINGS PER SHARE (continued)

<TABLE>
<CAPTION>
                                            Nine months ended September 30,         Three months ended September 30,
                                               2000                1999                 2000                1999
Weighted average common
<S>                                         <C>                 <C>                  <C>                 <C>
     shares outstanding - Basic             27,316,498          26,762,283           27,943,373          26,763,593
Assumed exercise of stock options            2,018,443             385,506            2,837,872             564,639
Weighted average common
     shares outstanding - Diluted           29,334,941          27,147,789           30,781,245          27,328,232
</TABLE>

Note 4: 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.   As  of  September  30,  2000,
derivatives outstanding were related to foreign currency hedging and an interest
rate swap with a notional  amount of $15  million of the  outstanding  revolving
credit.

Note 5: LITIGATION

     In 1998,  the  following  claims  were filed in  Chester,  England  against
certain of the Company's subsidiaries:  Adams et al. v. AMCOL (Holdings) Limited
and Volclay  Limited,  (AKA Marie  Geraldine  O'Laughlin et al.),  High Court of
Justice,  QB Division,  Chester District 1998 A. No. 206; and Anziani, et al. v.
AMCOL  (Holdings)  Limited  and  Volclay  Limited,  High  Court of  Justice,  QB
Division,  Chester District 1998 A. No. 365. The claims are for property damage,
nuisance and personal  injury based on the alleged  release of dust from Volclay
Limited's facility in Wallasey,  England. It is the Company's understanding that
the  claims are being  made on behalf of up to 1,600  persons  who at some point
during the  period  from 1965 to the  present  resided  in the  vicinity  of the
Wallasey,  England facility. The Company has notified its insurance carriers and
is currently engaged in the discovery  process.  One of the Company's  insurance
carriers is seeking to void its insurance policy.  The Company intends to defend
these cases  vigorously.  Based on  information  received  to date,  the Company
currently  anticipates  that its liability with respect to these claims will not
have a material adverse affect on the Company.
<PAGE>
                AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)
                                 (In thousands)
                                   (continued)

Note 6: DISCONTINUED OPERATIONS

     In 1999,  the Company  announced  that it had entered  into an agreement to
sell its absorbent  polymers  segment to BASF AG, subject to the approval of the
Company's shareholders. The Company's shareholders approved the sale transaction
at a special  meeting  held on May 25,  2000,  and  accordingly,  the  absorbent
polymers  segment is reported as a  discontinued  operation in the  accompanying
condensed   consolidated   financial  statements.   The  condensed  consolidated
financial  statements have been reclassified to report separately the net assets
and  operating  results  of the  absorbent  polymers  segment  for  all  periods
presented.

     The transaction  closed on June 1, 2000, at which time the Company received
proceeds of approximately  $656.5 million. The sale resulted in a pretax gain of
approximately  $521.7 million ($314.1 million after income taxes), which was net
of estimated  costs to be incurred in connection  with the sale.  The Company is
currently negotiating the final settlement of certain working capital items, and
expects to resolve these matters during the fourth  quarter of 2000.  Provisions
have been made for estimated working capital adjustments in determining the gain
on  sale.  Substantially  all  of the  after-tax  net  proceeds  from  the  sale
transaction were distributed to the Company's shareholders on June 30, 2000.

     Summary  operating  results of the absorbent  polymers segment for the nine
and three month periods ended September 30, 2000 and 1999 were as follows:

<TABLE>
<CAPTION>
                                 Nine months ended September 30,               Three months ended September 30,
                                  2000*                   1999                   2000                   1999
<S>                             <C>                    <C>                     <C>                    <C>
Net sales                       $   86,000             $  186,912              $       --             $   63,587
Operating profit                    12,436                 34,330                      --                 12,830
Income taxes                         3,920                 11,552                      --                  4,469
Net income                           7,766                 20,238                      --                  7,696
<FN>
*The 2000 information is for five months.
</FN>
</TABLE>
<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.

Nine Months Ended September 30, 2000 vs. 1999

     Net sales from continuing  operations  decreased by $13.0 million, or 5.7%,
while gross profit  increased  by $.8 million,  or 1.5%,  and  operating  profit
increased  by $4.0  million,  or  56.8%.  General,  selling  and  administrative
expenses  were $3.2 million,  or 7.1%,  lower than the previous  year.  General,
selling and  administrative  expenses for 2000  included $2.4 million in special
charges:  $1.5 million for asset impairments related to the U.K. operation;  and
$.9  million  for  costs  associated  with  business   realignment   activities.
Investment  income related to the temporary  investment of the proceeds from the
sale of the absorbent  polymers  segment  amounted to $6.7 million for 2000. Net
interest  expense  decreased  by $.5  million,  or  16.5%,  as a result of lower
average debt levels. Income from continuing operations was $9.3 million compared
with $2.6  million  in the prior  year  period,  an  increase  of $6.7  million.
Earnings  from  continuing  operations  were $.32 per diluted share for the 2000
period,  compared with $.10 per diluted share for the prior-year  period on 8.1%
higher weighted average shares outstanding. The investment income, net of taxes,
amounted to $.14 per diluted share, or approximately 64% of the improvement.

     On June  1,  2000,  the  absorbent  polymers  segment  was  sold to BASF AG
resulting in a net gain of $314.1 million, or $10.71 per diluted share. The 2000
results were for five months  compared to nine months for 1999.  The income from
operations  for the  polymer  segment  prior  to  disposition  amounted  to $7.8
million,  net of taxes,  for the 2000 period  compared to $20.2 million,  net of
taxes, in the prior-year period. This equated to $.26 per diluted share compared
with $.75 per diluted share in 1999. An extraordinary net charge of $.4 million,
or $.02 per diluted share, was incurred in 2000 for the early  extinguishment of
long-term debt.

     A brief discussion by business segment follows:

<TABLE>
<CAPTION>
                                                           Nine Months Ended September 30,
                                           2000                        1999                      2000 vs. 1999
Minerals                                                     (Dollars in Thousands)       $ Change            % Change
<S>                                <C>             <C>         <C>            <C>          <C>                  <C>
Net sales                          $ 119,307       100.0%      $ 117,009      100.0%       $  2,298             2.0%
Cost of  sales                        93,799        78.6%         91,359       78.1%
   Gross profit                       25,508        21.4%         25,650       21.9%           (142)           (0.6%)
General, selling and
   administrative expenses            11,760         9.9%         13,222       11.3%         (1,462)          (11.1%)
Asset impairment                       1,500         1.3%             --          --          1,500                 NM
   Operating profit                   12,248        10.3%         12,428       10.6%           (180)           (1.4%)
</TABLE>
<PAGE>
                AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS
                                   (Continued)

     Sales  increased by $2.3  million,  or 2.0%,  from the  prior-year  period.
Stronger  international  sales,  with  the  exception  of  the  U.K.  operation,
accounted for the majority of the improvement. Gross profit margins decreased by
50 basis  points,  or 2.3%.  The decrease in gross  profit  margins is primarily
related  to lower  prices on  domestic  bulk cat  litter  sold to major  branded
customers.  General,  selling and administrative  expenses were $1.5 million, or
11.1%,  lower  than  the  prior-year  period.   Reduced  general,   selling  and
administrative  expenses  in the  United  Kingdom  and lower  domestic  bad debt
provisions accounted for much of the change.

     An asset  impairment  adjustment  of $1.5 million was recorded in the third
quarter of 2000 related to the U.K.  cat litter  operation.  The U.K.  operation
operating  losses,  in addition to this charge,  amounted to $2.3 million in the
2000 period compared with $2.2 million in the 1999 period.  The Company has been
actively attempting to sell this business.

<TABLE>
<CAPTION>
                                                           Nine Months Ended September 30,
                                           2000                        1999                      2000 vs. 1999
Environmental                                                (Dollars in Thousands)       $ Change            % Change
<S>                                <C>             <C>         <C>            <C>          <C>                <C>
Net sales                          $ 70,177        100.0%      $ 84,745       100.0%       $(14,568)          (17.2%)
Cost of  sales                       45,568         64.9%        61,258        72.3%
   Gross profit                      24,609         35.1%        23,487        27.7%          1,122             4.8%
General, selling and
   administrative expenses           14,271         20.3%        19,292        22.8%         (5,021)          (26.0%)
   Operating profit                  10,338         14.8%         4,195         4.9%          6,143           146.4%
</TABLE>

     Sales decreased by $14.6 million, or 17.2%.  Approximately 78% of the sales
decrease was related to businesses  divested in 1999. Weakness in sales from the
U.K.  operation  accounted for the balance of the sales decrease.  Sales for the
U.S.  operations were higher in all sectors,  with the exception of geosynthetic
clay liners and exports.  Gross profit margins improved by 740 basis points,  or
26.7%, primarily as a result of the divestitures of businesses in 1999. General,
selling  and  administrative  expenses  decreased  by $5.0  million,  or  26.0%,
reflecting  the  results  of the  divestitures  and cost  reduction  initiatives
instituted in 1999.

<TABLE>
<CAPTION>
                                                           Nine Months Ended September 30,
                                           2000                        1999                      2000 vs. 1999
Transportation                                               (Dollars in Thousands)       $ Change            % Change
<S>                                <C>             <C>         <C>            <C>          <C>                 <C>
Net sales                          $ 25,364        100.0%      $ 26,090       100.0%       $   (726)           (2.8%)
Cost of  sales                       22,659         89.3%        23,208        89.0%
   Gross profit                       2,705         10.7%         2,882        11.0%           (177)           (6.1%)
General, selling and
   administrative expenses            1,580          6.2%         1,607         6.2%            (27)           (1.7%)
   Operating profit                   1,125          4.4%         1,275         4.8%           (150)          (11.8%)
</TABLE>

     Revenues  decreased $.7 million,  or 2.8%. Gross profit margins declined by
30 basis points, or 2.7%, primarily as a result of higher fuel costs.
<PAGE>
                AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS
                                   (Continued)

<TABLE>
<CAPTION>
                                                           Nine Months Ended September 30,
                                           2000                        1999                      2000 vs. 1999
Corporate                                                    (Dollars in Thousands)       $ Change            % Change
General, selling and
<S>                                <C>                         <C>                         <C>                  <C>
   administrative expenses         $ 11,727                    $ 10,856                    $    871             8.0%
Business realignment
   expenses                             940                          --                         940              NM
   Operating loss                   (12,667)                    (10,856)                     (1,811)           16.7%
</TABLE>

     Corporate costs include management  information  systems,  human resources,
investor relations and corporate communications, corporate finance and corporate
governance.  The nanocomposite business is also included in the corporate costs.
The $.9  million,  or  8.0%,  increase  in costs is  attributable  to  increased
investments in  nanocomposite  business  development.  In addition,  the Company
incurred  $.9 million in business  realignment  expenses in 2000  related to its
exploration of alternatives to enhance shareholder value.

Three Months Ended September 30, 2000 vs. 1999

     Net sales from continuing  operations  decreased by $5.7 million,  or 7.1%,
gross profit decreased by $.2 million, or .9%, and operating profit decreased by
$1.4 million, or 36.4%. General,  selling and administrative  expenses increased
by $1.2 million,  or 8.6%, as a result of $2.4 million in special charges:  $1.5
million for asset impairments related to the U.K. operation; and $.9 million for
costs associated with business realignment activities.  Investment income in the
2000 period  related to the  proceeds  from the sale of the  absorbent  polymers
segment amounted to $3.6 million.  Income from continuing operations amounted to
$2.9 million in 2000 compared to $1.7 million in 1999.  Earnings from continuing
operations were $.10 per diluted share for the 2000 quarter,  compared with $.06
per diluted share for the prior-year  quarter on 12.6% higher  weighted  average
shares outstanding.  The investment income, net of taxes,  increased earnings by
$.07 per diluted share, while the special charges, net of taxes, reduced diluted
earnings per share by $.04 in the 2000 quarter.
<PAGE>
                AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS
                                   (Continued)

     A brief discussion by business segment follows:

<TABLE>
<CAPTION>
                                                           Three Months Ended September 30,
                                           2000                        1999                      2000 vs. 1999
Minerals                                                     (Dollars in Thousands)       $ Change            % Change
<S>                                <C>             <C>         <C>            <C>          <C>                 <C>
Net sales                          $ 38,177        100.0%      $ 39,319       100.0%       $ (1,142)           (2.9%)
Cost of  sales                       30,546         80.0%        30,380        77.3%
   Gross profit                       7,631         20.0%         8,939        22.7%         (1,308)          (14.6%)
General, selling and
   administrative expenses            4,029         10.6%         4,197        10.7%           (168)           (4.0%)
Asset impairment                      1,500          3.9%                                     1,500                 NM
   Operating profit                   2,102          5.5%         4,742        12.0%         (2,640)          (55.7%)
</TABLE>

     Sales decreased by $1.1 million,  or 2.9%, from the prior-year  period. The
decrease in sales was  attributable  to lower  domestic  sales to the cat litter
markets and lower sales in the United Kingdom. Gross profit margins decreased by
270 basis points,  or 7.0%,  due to lower  selling  prices for domestic bulk cat
litter sold to major  branded  customers,  as well as lower sales  volume in the
United Kingdom.  General, selling and administrative  expenses,  before an asset
impairment charge, decreased by $.2 million, or 4.0%.

     An adjustment of $1.5 million to reflect the impact of an asset  impairment
associated with the U.K. cat litter assets was made during the 2000 quarter.  In
addition to the asset impairment  charge, the UK operation reported an operating
loss of $1.2 million for the quarter.

<TABLE>
<S>                                                                                     <C>
                                                           Three Months Ended September 30,
                                           2000                        1999                      2000 vs. 1999
Environmental                                                (Dollars in Thousands)       $ Change            % Change
<S>                                <C>             <C>         <C>             <C>         <C>                <C>
Net sales                          $ 27,275        100.0%      $ 30,866        100.0%      $ (3,591)          (11.6%)
Cost of  sales                       17,666         64.8%        22,518         73.0%
   Gross profit                       9,609         35.2%         8,348         27.0%         1,261            15.1%
General, selling and
   administrative expenses            4,637         17.0%         6,268         20.3%        (1,631)          (26.0%)
   Operating profit                   4,972         18.2%         2,080          6.7%         2,892           139.0%
</TABLE>

     Sales  decreased  by $3.6  million,  or 11.6%.  Virtually  all of the sales
decrease  was  related  to  businesses  divested  in  1999.  Sales  for the U.S.
operations were higher in all sectors,  with the exception of geosynthetic  clay
liners and  exports.  Sales for the European  operations  were lower in the 2000
period.  Gross profit margins improved by 820 basis points, or 30.4%,  primarily
as a result of the  divestitures  of  businesses in 1999.  General,  selling and
administrative  expenses  decreased by $1.6 million,  or 26.0%,  reflecting  the
results of the divestitures and cost reduction initiatives instituted in 1999.
<PAGE>
                AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS
                                   (Continued)

<TABLE>
<CAPTION>
                                                           Three Months Ended September 30,
                                           2000                        1999                      2000 vs. 1999
Transportation                                               (Dollars in Thousands)       $ Change            % Change
<S>                                <C>             <C>         <C>             <C>         <C>                 <C>
Net sales                          $  8,832        100.0%      $  9,761        100.0%      $   (929)           (9.5%)
Cost of  sales                        7,893         89.4%         8,706         89.2%
   Gross profit                         939         10.6%         1,055         10.8%          (116)          (11.0%)
General, selling and
   administrative expenses              543          6.1%           555          5.7%           (12)           (2.2%)
   Operating profit                     396          4.5%           500          5.1%          (104)          (20.8%)
</TABLE>

     Revenues  decreased  9.5% as a result of reduced  demand from certain large
customers.  Gross margins  declined by 20 basis points,  or 1.9%, as a result of
lower sales volume and higher fuel costs.

<TABLE>
<CAPTION>
                                                           Three Months Ended September 30,
                                           2000                        1999                      2000 vs. 1999
Corporate                                                    (Dollars in Thousands)       $ Change            % Change
General, selling and
<S>                                <C>                         <C>                         <C>                 <C>
   administrative expenses         $  4,061                    $  3,442                    $    619            18.0%
Business realignment
   expenses                             940                                                     940              NM
   Operating loss                    (5,001)                     (3,442)                      1,559            45.3%
</TABLE>

     Higher expenditures for nanocomposite  business  development  accounted for
the 18.0% increase in corporate  costs.  In addition,  the Company  incurred $.9
million in professional  fees in 2000 related to its exploration of alternatives
to enhance shareholder value.

Liquidity and Capital Resources

     At September 30, 2000,  the Company had  outstanding  debt of $56.3 million
(including  both  long- and  short-term  debt),  cash of $5.1  million  and cash
equivalents  of $192.1  million,  compared  with $94.4  million in debt and $4.0
million in cash at December 31, 1999.  The cash  equivalents  of $192.1  million
primarily  relate  to the  proceeds  from  the  sale of the  absorbent  polymers
segment. Accrued income taxes related to the transaction totaled $167.6 million.
The Company  currently  intends to use the difference of $24.5 million to reduce
debt. On a proforma basis,  net debt would be $26.8 million.  The long-term debt
(on a proforma  basis) would thus  represent  16.2% of total  capitalization  at
September 30, 2000, compared with 33.5% at December 31, 1999.
<PAGE>
                AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS
                                   (Continued)

     The Company had a current  ratio of 1.45-to-1 at September  30, 2000,  with
approximately  $94.2 million in working  capital,  compared  with  2.64-to-1 and
$101.8 million,  respectively,  at December 31, 1999. The proforma current ratio
at September  30, 2000,  excluding  cash  equivalents  and accrued  income taxes
related to the sale of the  absorbent  polymers  segment,  was  2.69-to-1,  with
working capital of $69.7 million.

     During the first nine months of 2000, the Company  generated  $25.5 million
in cash from continuing operations, compared with $21.0 million for the previous
year nine-month  period. The Company paid dividends of $4.1 million and acquired
property,  plant and equipment and intangible assets totaling $10.8 million. The
Company  distributed  $384.8  in net  proceeds  from the  sale of the  absorbent
polymers  segment to its  shareholders  and repaid debt  totaling  approximately
$38.1 million.

     The Company had  approximately  $80.1 million in unused,  committed  credit
lines at September 30, 2000. 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.

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,  competition in the 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.
<PAGE>
Item 3: Quantitative and Qualitative Disclosure About Market Risk

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

                           Part II - OTHER INFORMATION

Item 1: Legal Proceedings

     The   information   required  by  this  item  is  provided  in  Footnote  5
"Litigation" under Item I.


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
          September 30, 2000.
<PAGE>
                                   SIGNATURES


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

                              AMCOL INTERNATIONAL CORPORATION


Date:    November 13, 2000    /s/ Lawrence E. Washow
                              Lawrence E. Washow
                              President and Chief Executive Officer



Date:    November 13, 2000    /s/ Paul G. Shelton
                              Paul G. Shelton
                              Senior Vice President and Chief Financial Officer
<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)
     10.1 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)
     10.7 Change in Control  Agreement  dated September 20, 2000, by and between
          Registrant and Lawrence E. Washow
     10.8 Change in Control  Agreement  dated September 22, 2000, by and between
          Registrant and Peter L. Maul
     10.9 AMCOL  International   Corporation  Dividend  Reinvestment  and  Stock
          Purchase Plan (4); as amended (6)
     10.10AMCOL  International  Corporation  1993 Stock  Plan,  as  amended  and
          restated (10)
     10.11Credit  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),  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)
     10.16Change in Control  Agreement  dated September 21, 2000, by and between
          Registrant and Ryan F. McKendrick
     10.17Asset and Stock  Purchase  Agreement  dated  November  22, 1999 by and
          between the Registrant and BASF Aktiengesellschaft (19)
     10.18Change in Control  Agreement  dated September 28, 2000, by and between
          Registrant and Frank B. Wright, Jr.
     10.19Change in Control  Agreement  dated September 20, 2000, by and between
          Registrant and Paul G. Shelton
     10.20Change in Control  Agreement  dated September 22, 2000, by and between
          Registrant and Gary D. Morrison
     10.21Special  Retention  Agreement dated September 18, 2000, by and between
          Registrant and Frank B. Wright, Jr. *
     10.22Special  Retention  Agreement dated September 18, 2000, by and between
          Registrant and Ryan F. McKendrick *
     10.23Special  Retention  Agreement dated September 18, 2000, by and between
          Registrant and Gary D. Morrison *
     10.24Special  Retention  Agreement dated September 18, 2000, by and between
          Registrant and Peter L. Maul *
     27   Financial Data Schedule

     *    Portions of these exhibits have been omitted pursuant to a request for
          confidential treatment
<PAGE>
     (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.
     (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.