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, 1998
                                       or
          ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

For the transition period from                                  to

Commission file number                      0-15661

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

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

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

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

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

Yes         x              No               

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

              Class                               Outstanding at July 17, 1998
  (Common stock, $.01 par value)                            27,911,455
<PAGE>




                         AMCOL INTERNATIONAL CORPORATION

                                      INDEX

Part I - Financial Information


Item 1            Financial Statements

                  Condensed Consolidated Balance Sheet -
                  June 30, 1998 and December 31, 1997                         1

                  Condensed Consolidated Statement of Operations -
                  six months and three months ended June 30, 1998 and 1997    2

                  Condensed Consolidated Statement of Cash Flows -
                  six months ended June 30, 1998 and 1997                     3

                  Notes to Condensed Consolidated Financial Statements        4


Item 2            Management's Discussion and Analysis of Financial
                  Condition and Results of Operations                         6


Part II - Other Information


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

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

                                     ASSETS

<TABLE>
<CAPTION>
                                                                          June 30,              December 31,
                                                                            1998                    1997
                                                                    ---------------------    -------------------
Current assets:                                                                                      *
<S>                                                                     <C>                      <C>      
     Cash and cash equivalents                                          $   7,158                $   3,077
     Accounts receivable, net                                              97,453                   89,611
     Inventories                                                           52,180                   49,389
     Prepaid expenses                                                       4,972                    5,109
     Current deferred tax asset                                             3,070                    3,084
         Total current assets                                             164,833                  150,270

Investment in and advances to joint ventures                                4,537                    3,035

Property, plant, equipment and mineral reserves                           314,714                  318,475
     Less accumulated depreciation                                        148,450                  143,151
                                                                          166,264                  175,324

Intangible assets, net                                                     17,100                   18,101
                                                                                              
Other long-term assets, net                                                 1,125                    4,279
                                                                        $ 353,859                $ 351,009

                                     LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
     Notes payable and current maturities of debt                       $  18,757                $  15,024
     Accounts payable                                                      24,201                   24,902
     Accrued liabilities                                                   32,951                   27,315
         Total current liabilities                                         75,909                   67,241

Long-term debt                                                             91,267                   94,425

Deferred credits and other liabilities                                     13,355                   13,400

Stockholders' equity:
     Common stock                                                             320                      320
     Additional paid-in capital                                            75,971                   75,939
     Foreign currency translation adjustment                               (1,503)                  (1,749)
     Retained earnings                                                    117,681                  111,588
     Treasury stock                                                       (19,141)                 (10,155)
                                                                          173,328                  175,943
                                                                        $ 353,859                $ 351,009
</TABLE>
                  *Condensed from audited financial statements.

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

<TABLE>
<CAPTION>
                                                Six Months Ended                      Three Months Ended
                                                    June 30,                               June 30,
                                        ----------------------------------    -----------------------------------
                                             1998               1997               1998                1997
                                        ---------------    ---------------    ---------------     ---------------

<S>                                      <C>               <C>                 <C>                 <C>         
Net sales                                $    247,192      $    221,408        $    125,635        $    113,490
Cost of sales                                 196,572           175,894              98,550              89,787
     Gross profit                              50,620            45,514              27,085              23,703
General, selling and administrative
   expenses                                    31,784            28,744              16,094              14,237

     Operating profit                          18,836            16,770              10,991               9,466
Other income (expense):
     Interest expense, net                     (4,001)           (4,360)             (1,890)             (2,198)
     Other income, net                           (435)             (580)               (104)               (475)
                                               (4,436)           (4,940)             (1,994)             (2,673)

     Income before income taxes                14,400            11,830               8,997               6,793
Income taxes                                    5,184             4,375               3,239               2,511

     Net income                          $      9,216      $      7,455               5,758               4,282

Weighted average common shares             28,353,185        28,512,471          28,216,067          28,486,898
Weighted average common and
     common equivalent shares              28,940,594        29,148,293          28,766,742          29,111,892

Earnings per share
     Basic                               $        .33      $        .26        $        .20        $        .15
     Diluted                             $        .32      $        .26        $        .20        $        .15

Dividends declared per share             $        .11      $        .10        $        .055       $        .053
</TABLE>

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

<TABLE>
<CAPTION>
                                                                                  Six Months Ended
                                                                                      June 30,
                                                                    ----------------------------------------------
                                                                           1998                      1997
                                                                    --------------------      --------------------
Cash flow from operating activities:
<S>                                                                      <C>                     <C>     
     Net income                                                          $  9,216                $  7,455
     Adjustments to reconcile net income to net cash
       provided by operating activities:
         Depreciation, depletion, and amortization                         16,220                  15,347
         Other                                                              1,171                    (406)
         (Increase)/decrease in current assets                            (11,656)                    707
         Increase/(decrease) in current liabilities                         4,935                     761

         Net cash provided by operations                                   19,886                  23,864

Cash flow from investing activities:
     Acquisition of land, mineral reserves,
        depreciable and intangible assets                                 (15,336)                (13,509)
     Sale of product line and mineral reserves                             13,176                       -
     Other                                                                 (2,143)                   (406)

         Net cash used in investing activities                             (4,303)                (13,915)

Cash flow from financing activities:
     Net change in outstanding debt                                           575                  (4,626)
     Dividends paid                                                        (3,123)                 (2,848)
     Treasury stock transactions                                           (8,954)                 (1,352)

         Net cash provided (used) by financing activities                 (11,502)                 (8,826)

Net increase (decrease) in cash and cash equivalents                        4,081                   1,123

Cash and cash equivalents at beginning of period                            3,077                   3,054

Cash and cash equivalents at end of period                               $  7,158                $  4,177

Supplemental Disclosure of Cash Flows Information

Actual cash paid for:
     Interest                                                            $  4,110                $  4,327

     Income taxes                                                        $  1,793                $  3,272
</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,  1997,  has been  prepared  by
management without audit by independent  certified public accountants who do not
express an opinion  thereon.  The  condensed  consolidated  balance  sheet as of
December  31,  1997,  has  been  derived  from  and  does  not  include  all the
disclosures  contained in the audited consolidated  financial statements for the
year ended  December 31, 1997. The  information  furnished  herein  includes all
adjustments  which are,  in the  opinion  of  management,  necessary  for a fair
statement  of the  financial  position  and  operating  results  of the  interim
periods,  and all such adjustments are of a normal recurring nature.  Management
recommends  the  accompanying  consolidated  financial  information  be  read in
conjunction  with  the  consolidated  financial  statements  and  related  notes
included in the Company's  1997 Form 10-K which  accompanies  the 1997 Corporate
Report.

     The results of operations for the six-month period ended June 30, 1998, are
not necessarily indicative of the results to be expected for the full year.

Note 2:  INVENTORIES

          Inventories  at June 30, 1998 have been valued  using the same methods
     as at December 31, 1997.  The  composition  of inventories at June 30, 1998
     and December 31, 1997, was as follows:

<TABLE>
<CAPTION>
                                                                        June 30, 1998             December 31, 1997
                                                                    -----------------------    -------------------------

<S>                                                                         <C>                       <C>     
Crude stockpile and in-process inventories                                  $ 37,389                  $ 34,675

Other raw material, container and supplies inventories                        14,791                    14,714

                                                                            $ 52,180                  $ 49,389
</TABLE>

Note 3:    EARNINGS PER SHARE

     Basic earnings per share is computed by dividing net income by the weighted
average  number of common  shares  outstanding.  Diluted  earnings  per share is
computed  by  dividing  the net income by the  weighted  average  common  shares
outstanding  after  consideration  of  the  dilutive  effect  of  stock  options
outstanding  at the end of each  period.  The 1997 number of shares and earnings
per share  have been  restated  to  reflect  the  three-for-two  stock  split in
December 1997 and the adoption of SFAS No. 128.
<PAGE>
                AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)
                                 (In thousands)

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 June 30, 1998,  derivatives
outstanding  were related to foreign  currency hedging and an interest rate swap
with a notional amount on $15 million of the outstanding revolving credit.

Note 5:   COMPREHENSIVE INCOME

     During  1998,  the  Company  adopted  Statement  of  Financial   Accounting
Standards  ('SFAS")  No. 130,  "Reporting  Comprehensive  Income".  SFAS No. 130
establishes  standards for the reporting and display of comprehensive income and
its components (revenues,  expenses,  gains and losses) in a full set of general
purpose financial  statements,  and requires a total for comprehensive income to
be provided in condensed financial statements of interim periods.  Comprehensive
income  includes all changes in  stockholders'  equity  during the period except
those  relating  from  investments  by  owners  and   distributions  to  owners.
Comprehensive  income for the three- and  six-month  periods ended June 30, 1998
and 1997, consisted of the following:


<TABLE>
<CAPTION>
                                                                Six Months Ended           Three Months Ended
                                                                    June 30,                    June 30,
                                                               1998          1997          1998          1997
<S>                                                          <C>           <C>           <C>           <C>     
Net income                                                   $  9,216      $  7,455      $  5,758      $  4,282
Other comprehensive income
  Foreign currency translation adjustment                         246        (1,949)         (301)          684
Comprehensive income                                         $  9,462      $  5,506      $  5,457      $  4,966
</TABLE>
<PAGE>
           Item II - AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS

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

Six Months Ended June 30, 1998 vs. 1997

     Net  sales  increased  by $25.8  million,  or  11.6%,  while  gross  profit
increased by $5.1  million,  or 11.2%,  and operating  profit  increased by $2.1
million,  or 12.3%.  Higher  utilization  of polymer  plant  capacity and better
results from the minerals segment accounted for most of the improvement in sales
and profits. Net interest expense decreased by $.4 million, or 8.2%, as a result
of lower average debt levels. Net income increased $1.8 million,  or 23.6%, over
the prior-year period. Earnings were $.32 per diluted share for the 1998 period,
compared with $.26 per diluted share for the prior-year period on slightly fewer
weighted average shares outstanding.

     A brief discussion by business segment follows:

<TABLE>
<CAPTION>
                                                             Six Months Ended June 30,
                                -------------------------------------------------------------------------------------
                                          1998                        1997                      1998 vs. 1997
                                -------------------------     ----------------------      ---------------------------
Absorbent Polymers                                          (Dollars in Thousands)       $ Change            % Change
<S>                             <C>               <C>         <C>             <C>         <C>                <C>  
Net sales                       $ 106,703         100.0%      $ 90,202        100.0%      $ 16,501           18.3%
Cost of  sales                      85,448         80.1%        71,779         79.6%

   Gross profit                     21,255         19.9%        18,423         20.4%         2,832           15.4%
General, selling and
   administrative expenses           6,161          5.8%         5,620          6.2%           541            9.6%

   Operating profit                 15,094         14.1%        12,803         14.2%         2,291           17.9%
</TABLE>

     Revenues  increased  by $16.5  million,  or  18.3%,  over the  prior  year.
Approximately  52% of the revenue growth was acquisition  related.  Gross profit
margins decreased by 50 basis points from the prior year,  primarily as a result
of the lower margin associated with the acquired business.

<TABLE>
<CAPTION>
                                                             Six Months Ended June 30,
                                -------------------------------------------------------------------------------------
                                          1998                        1997                      1998 vs. 1997
                                -------------------------     ----------------------      ---------------------------
Minerals                                                    (Dollars in Thousands)       $ Change            % Change
<S>                               <C>             <C>         <C>             <C>         <C>                 <C> 
Net sales                         $ 83,883        100.0%      $ 77,821        100.0%      $  6,062            7.8%
Cost of  sales                      69,640         83.0%        65,316         83.9%                   

   Gross profit                     14,243         17.0%        12,505         16.1%         1,738           13.9%
General, selling and
   administrative expenses           8,502         10.1%         7,796         10.0%           706            9.1%

   Operating profit                  5,741          6.9%         4,709          6.1%         1,032           21.9%
</TABLE>

<PAGE>
                AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS
                                   (Continued)

     Sales increased by $6.1 million,  or 7.8%, from the prior-year period. Much
of the sales  growth  came from an  acquired  cat litter  business in the United
Kingdom,  which has yet to be  profitable.  Sales to the  metalcasting  industry
continue to show  improvement  over the prior year as well. Gross profit margins
improved by 90 basis  points,  despite the current  U.K.  cat litter  production
difficulties.   A  more  profitable  domestic  product  mix  accounted  for  the
improvement.  General,  selling and administrative expenses in the international
markets have increased, offsetting cost reductions made domestically.

     On April 20, the Company sold its Mounds,  IL, plant and mineral  reserves,
as well as its other fuller's earth reserves in Paris, TN, and Rock Springs, NV.
The  divestiture is expected to result in a loss of sales of  approximately  $15
million per year with little  adverse  impact on the gross  profit.  The Company
will no  longer  sell  fuller's  earth  minerals  domestically  as  agricultural
carriers, oil and grease absorbents or traditional cat litter, other than to the
specialty pet and farm and fleet markets.

<TABLE>
<CAPTION>
                                                             Six Months Ended June 30,
                                -------------------------------------------------------------------------------------
                                          1998                        1997                      1998 vs. 1997
                                -------------------------     ----------------------      ---------------------------
Environmental                                               (Dollars in Thousands)       $ Change            % Change
<S>                               <C>             <C>         <C>             <C>         <C>                 <C> 
Net sales                         $ 42,241        100.0%      $ 39,343        100.0%      $  2,898            7.4%
Cost of  sales                      28,845         68.3%        26,538         67.5%

   Gross profit                     13,396         31.7%        12,805         32.5%           591            4.6%
General, selling and
   administrative expenses          10,520         24.9%         8,874         22.6%         1,646           18.5%

   Operating profit                  2,876          6.8%         3,931          9.9%        (1,055)         (26.8%)
</TABLE>

     Sales  increased by $2.9 million,  or 7.4%, with  approximately  60% of the
increase  coming from  acquisitions.  Gross profit margins  declined by 80 basis
points,  primarily  as a result of lower  margins on  overseas  sales due to the
stronger U.S. and U.K. currencies.  General, selling and administrative expenses
increased by $1.6 million, or 18.5%,  reflecting higher international  marketing
costs and expanded international infrastructure.

<TABLE>
<CAPTION>
                                                             Six Months Ended June 30,
                                -------------------------------------------------------------------------------------
                                          1998                        1997                      1998 vs. 1997
                                -------------------------     ----------------------      ---------------------------
Transportation                                              (Dollars in Thousands)       $ Change            % Change
<S>                               <C>             <C>         <C>             <C>         <C>                 <C> 
Net sales                         $ 14,366        100.0%      $ 14,042        100.0%      $    324            2.3%
Cost of  sales                      12,640         88.0%        12,261         87.3%

   Gross profit                      1,726         12.0%         1,781         12.7%           (55)          (3.1%)
General, selling and
   administrative expenses           1,000          7.0%         1,015          7.2%           (15)          (1.5%)

   Operating profit                    726          5.0%           766          5.5%           (40)          (5.2%)
</TABLE>
<PAGE>
                AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS
                                   (Continued)

     Revenues  increased $.3 million,  or 2.3%. The 1997 period benefited from a
temporary  shift from rail  shipments to truck  shipments.  Gross profit margins
declined by 70 basis points as a result of lower aggregate  brokerage volume and
margins.

<TABLE>
<CAPTION>
                                                             Six Months Ended June 30,
                                -------------------------------------------------------------------------------------
                                          1998                        1997                      1998 vs. 1997
                                -------------------------     ----------------------      ---------------------------
Corporate                                                   (Dollars in Thousands)       $ Change            % Change
General, selling and
<S>                               <C>                         <C>                         <C>                 <C> 
   administrative expenses        $  5,601                    $  5,439                    $    162            3.0%

   Operating loss                   (5,601)                     (5,439)                       (162)           3.0%
</TABLE>

     Corporate costs include management  information  systems,  human resources,
investor  relations  and  corporate   communications,   corporate  finance,  and
corporate  governance  costs.  The $.2 million  increase  in costs is  primarily
attributable  to the  development  and  launch  of the  Company's  nanocomposite
technology.

Three Months Ended June 30, 1998 vs. 1997

     Net  sales  increased  by $12.1  million,  or  10.7%,  while  gross  profit
increased by $3.4  million,  or 14.3%,  and operating  profit  increased by $1.5
million,  or 16.1%. Net interest expense decreased by $.3 million, or 14.0%. Net
income  increased  by $1.5  million,  or  34.4%,  over the  prior-year  quarter.
Earnings  were $.20 per diluted  share for 1998 quarter  compared  with $.15 per
diluted share for the prior-year  quarter on 1.2% fewer weighted  average shares
outstanding. A brief discussion by business segment follows:

<TABLE>
<CAPTION>
                                                               Quarter Ended June 30,
                                -------------------------------------------------------------------------------------
                                          1998                        1997                      1998 vs. 1997
                                -------------------------     ----------------------      ---------------------------
Absorbent Polymers                                          (Dollars in Thousands)       $ Change            % Change
<S>                               <C>             <C>         <C>             <C>         <C>                <C>  
Net sales                         $ 52,047        100.0%      $ 45,041        100.0%      $  7,006           15.6%
Cost of  sales                      41,416         79.6%        36,211         80.4%

   Gross profit                     10,631         20.4%         8,830         19.6%         1,801           20.4%
General, selling and
   administrative expenses           3,071          5.9%         2,605          5.8%           466           17.9%

   Operating profit                  7,560         14.5%         6,225         13.8%         1,335           21.4%
</TABLE>

     Revenues  increased  by $7.0  million,  or  15.6%,  over  the  prior  year.
Approximately 65% of the revenue increase was acquisition related. Volume growth
is anticipated to resume,  though the pace of growth is likely to slow from that
of the previous year.  Gross profit margins improved by 80 basis points over the
prior  year,  primarily  as a result of lower raw  material  costs and  improved
capacity utilization.
<PAGE>
                AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS
                                   (Continued)

<TABLE>
<CAPTION>
                                                               Quarter Ended June 30,
                                -------------------------------------------------------------------------------------
                                          1998                        1997                      1998 vs. 1997
                                -------------------------     ----------------------      ---------------------------
Minerals                                                    (Dollars in Thousands)       $ Change            % Change
<S>                               <C>             <C>         <C>             <C>         <C>                 <C> 
Net sales                         $ 39,495        100.0%      $ 38,563        100.0%      $    932            2.4%
Cost of  sales                      32,571         82.5%        32,163         83.4%

   Gross profit                      6,924         17.5%         6,400         16.6%           524            8.2%
General, selling and
   administrative expenses           4,169         10.6%         3,921         10.2%           248            6.3%

   Operating profit                  2,755          6.9%         2,479          6.4%           276           11.1%
</TABLE>

     Sales  increased  by $.9  million,  or 2.4%,  over the  prior-year  period,
primarily as a result of the additional  sales from the acquired U.K. cat litter
business.  Gross profit margins improved by 90 basis points,  despite production
losses from the U.K. cat litter business.  General,  selling and  administrative
expenses in 1998  increased  by 6.3% as a result of higher  spending in overseas
markets, offsetting cost reductions in the United States.

<TABLE>
<CAPTION>
                                                               Quarter Ended June 30,
                                -------------------------------------------------------------------------------------
                                          1998                        1997                      1998 vs. 1997
                                -------------------------     ----------------------      ---------------------------
Environmental                                               (Dollars in Thousands)       $ Change            % Change
<S>                               <C>             <C>         <C>             <C>         <C>                <C>  
Net sales                         $ 26,546        100.0%      $ 22,778        100.0%      $  3,768           16.5%
Cost of  sales                      17,911         67.5%        15,211         66.8%

   Gross profit                      8,635         32.5%         7,567         33.2%         1,068           14.1%
General, selling and
   administrative expenses           5,813         21.9%         4,565         20.0%         1,248           27.3%

   Operating profit                  2,822         10.6%         3,002         13.2%          (180)          (6.0%)
</TABLE>

     Sales increased by $3.8 million,  or 16.5%.  Approximately 46% of the sales
increase  came from  acquisitions.  Gross  profit  margins  declined by 70 basis
points  primarily  as a result of the  strong  U.S.  dollar and  British  pound.
General,   selling  and  administrative  expenses  increased  by  $1.2  million,
reflecting  higher  international  marketing costs and increased  infrastructure
costs associated with building a stronger international presence.
<PAGE>
                AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS
                                   (Continued)

<TABLE>
<CAPTION>
                                                               Quarter Ended June 30,
                                -------------------------------------------------------------------------------------
                                          1998                        1997                      1998 vs. 1997
                                -------------------------     ----------------------      ---------------------------
Transportation                                              (Dollars in Thousands)       $ Change            % Change
<S>                               <C>             <C>         <C>             <C>         <C>                 <C> 
Net sales                         $  7,548        100.0%      $  7,108        100.0%      $    440            6.2%
Cost of  sales                       6,653         88.1%         6,202         87.3%

   Gross profit                        895         11.9%           906         12.7%           (11)          (1.2%)
General, selling and
   administrative expenses             515          6.8%           511          7.2%             4            0.8%

   Operating profit                    380          5.1%           395          5.5%           (15)          (3.8%)
</TABLE>

     Revenues  increased  6.2%,  primarily  as a result  of  increased  business
unrelated  to the  Company's  other  business  activities.  Lower gross  margins
reflected increased competition in the brokerage business.

<TABLE>
<CAPTION>
                                                               Quarter Ended June 30,
                                -------------------------------------------------------------------------------------
                                          1998                        1997                      1998 vs. 1997
                                -------------------------     ----------------------      ---------------------------
Corporate                                                   (Dollars in Thousands)       $ Change            % Change
General, selling and
<S>                               <C>                         <C>                         <C>                <C>   
   administrative expenses        $  2,526                    $  2,635                    $   (109)          (4.1)%

   Operating income (loss)          (2,526)                     (2,635)                        109            4.1%
</TABLE>

     Lower costs associated with the development and launch of the nanocomposite
business  accounted  for  approximately  half  of  the  reduction  in  corporate
expenses.
<PAGE>
                AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS
                                   (Continued)

Liquidity and Capital Resources

     At June 30,  1998,  the  Company  had  outstanding  debt of $110.0  million
(including  both long- and  short-term  debt) and cash of $7.2 million  compared
with $109.4  million in debt and $3.1 million in cash at December 31, 1997.  The
long-term  debt  represented  34.5% of total  capitalization  at June 30,  1998,
compared with 34.9% at December 31, 1997.

     The  Company  had a  current  ratio of  2.17-to-1  at June 30,  1998,  with
approximately $88.9 million in working capital compared with 2.23-to-1 and $83.0
million, respectively, at December 31, 1997.

     During  1998,  the Company  paid  dividends  of $3.1  million and  acquired
property,  plant and equipment and  intangible  assets  totaling  $15.3 million.
These expenditures,  plus $9.0 million in net treasury share transactions,  were
funded from  operations and from the $13.1 million sale proceeds of the fuller's
earth business assets.

     The Company had $40.2 million in unused, committed credit lines at June 30,
1998.  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

     This filing  contains  certain  forward-looking  statements  regarding  the
Company's  expected  performance  for future periods and actual results for such
periods may materially differ.  Such  forward-looking  statements are subject to
uncertainties,  which include,  but are not limited to, actual growth in AMCOL's
various markets,  utilization of the Company's plants, customer concentration in
the absorbent polymers segment,  operating costs, raw material prices,  weather,
currency exchange rates, and delays in development,  production and marketing of
new  products,  and other  factors  detailed  from time to time in the Company's
annual  report  and  other  reports  filed  with  the  Securities  and  Exchange
Commission.
<PAGE>
                           PART II - OTHER INFORMATION


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

          (a)  The Annual  Stockholders  Meeting of the  Company was held on May
               12, 1998.

          (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:

<TABLE>
<CAPTION>
                                                                 For                         Against
                                                     -------------------------      -----------------------
<S>                                                           <C>                            <C>    
                    Arthur Brown                              23,663,291                     235,480
                    John Hughes                               23,650,041                     248,730
                    Jay D. Proops                             23,655,674                     243,097
                    Lawrence E. Washow                        23,636,537                     262,234
                    Paul C. Weaver                            23,660,727                     238,044
</TABLE>

               2.   Amendment  of  the   Company's   Restated   Certificate   of
                    Incorporation  to  increase  the  number of shares of common
                    stock of the Company.

<TABLE>
<CAPTION>
                             For                        Against                     Abstain
                    -----------------------      -----------------------     -----------------------
<S>                       <C>                           <C>                         <C>    
                          22,633,794                    873,302                     394,675
</TABLE>

               3.   Approval of the Company's 1998 Long-Term Incentive Plan.

<TABLE>
<CAPTION>
                             For                        Against                     Abstain
                    -----------------------      -----------------------     -----------------------
<S>                       <C>                          <C>                          <C>    
                          16,821,207                   4,720,889                    458,529
</TABLE>

               4.   Ratification  of  Appointment  of KPMG Peat  Marwick  LLP as
                    independent  accountants for the Company for its 1998 fiscal
                    year.

<TABLE>
<CAPTION>
                             For                        Against                     Abstain
                    -----------------------      -----------------------     -----------------------
<S>                      <C>                            <C>                        <C>    
                         23,655,553                     6,313                      236,905
</TABLE>


Item 6:  Exhibits and Reports on Form 8-K

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

          (b)  No reports on Form 8-K have been filed  during the quarter  ended
               June 30, 1998. SIGNATURES
<PAGE>
     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                              AMCOL INTERNATIONAL CORPORATION


Date:    July 20, 1998        /s/ John Hughes
                              John Hughes
                              President and Chief Executive Officer



Date:    July 20, 1998        /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
3.2  Bylaws of the Company (10)
4    Article Four of the Company's Restated Certificate of Incorporation (5), as
     amended
10.1 AMCOL  International  Corporation  1983 Incentive Stock Option Plan (1); as
     amended (3)
10.2 Executive Medical Reimbursement Plan (1)
10.3 Lease  Agreement  for office space dated  September  29, 1986,  between the
     Company and American National Bank and Trust Company of Chicago;  (1) First
     Amendment dated June 2, 1994 (8); Second Amendment dated June 2, 1997 (13)
10.4 AMCOL  International  Corporation 1987 Non-Qualified Stock Option Plan (2);
     as amended (6)
10.5 Change in Control Agreement dated April 1, 1997, by and between  Registrant
     and John Hughes (12)
10.6 Change in Control Agreement dated April 1, 1997, by and between  Registrant
     and Paul G. Shelton (12)
10.7 Change in  Control  Agreement  dated  February  16,  1998,  by and  between
     Registrant and Lawrence E. Washow (14)
10.8 Change  in  Control  Agreement  dated  February  7,  1996,  by and  between
     Registrant and Roger P. Palmer (10)
10.9 Change in Control Agreement dated April 1, 1997, by and between  Registrant
     and Peter L. Maul (12)
10.10AMCOL International  Corporation  Dividend  Reinvestment and Stock Purchase
     Plan (4); as amended (6)
10.11AMCOL  International  Corporation  1993 Stock Plan, as amended and restated
     (10)
10.12Credit  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, and
     Third Amendment to Credit Agreement dated September 12, 1996 (11)
10.13Note  Agreement  dated  October  1,  1994,   between  AMCOL   International
     Corporation and Principal Mutual Life Insurance  Company,  (7); as amended,
     First Amendment of Note Agreement dated September 30, 1996 (11)
10.14Change  in  Control   Agreement  dated  August  21,  1996  by  and  between
     Registrant and Frank B. Wright, Jr. (11)
10.15Change  in  Control  Agreement  dated  February  17,  1998  by and  between
     Registrant and Gary L. Castagna (14)
10.16 AMCOL International Corporation 1998 Long-Term Incentive Plan (15)
21   Subsidiaries of the Company
27   Financial Data Schedule
                                    

(1)  Exhibit is incorporated by reference to the Registrant's Form 10 filed with
     the Securities and Exchange Commission on July 27, 1987.
(2)  Exhibit is  incorporated by reference to the  Registrant's  Form 10-K filed
     with the Securities and Exchange Commission for the year ended December 31,
     1988.
(3)  Exhibit is  incorporated by reference to the  Registrant's  Form 10-K filed
     with the Securities and Exchange Commission for the year ended December 31,
     1993.
(4)  Exhibit is  incorporated by reference to the  Registrant's  Form 10-K filed
     with the Securities and Exchange Commission for the year ended December 31,
     1992.
(5)  Exhibit is  incorporated  by reference to the  Registrant's  Form S-3 filed
     with the Securities and Exchange Commission on September 15, 1993.
(6)  Exhibit is  incorporated by reference to the  Registrant's  Form 10-K filed
     with the Securities and Exchange Commission for the year ended December 31,
     1993.
(7)  Exhibit is  incorporated by reference to the  Registrant's  Form 10-Q filed
     with the Securities and Exchange Commission for the quarter ended September
     30, 1994.
(8)  Exhibit is  incorporated by reference to the  Registrant's  Form 10-K filed
     with the Securities and Exchange Commission for the year ended December 31,
     1994.
(9)  Exhibit is  incorporated by reference to the  Registrant's  Form 10-Q filed
     with the Securities and Exchange Commission for the quarter ended September
     30, 1995.
(10) Exhibit is  incorporated by reference to the  Registrant's  Form 10-K filed
     with the Securities and Exchange Commission for the year ended December 31,
     1995.
(11) Exhibit is  incorporated by reference to the  Registrant's  Form 10-K filed
     with the Securities and Exchange Commission for the year ended December 31,
     1996.
(12) Exhibit is  incorporated by reference to the  Registrant's  Form 10-Q filed
     with the Securities and Exchange Commission for the quarter ended March 31,
     1997.
(13) Exhibit is  incorporated by reference to the  Registrant's  Form 10-Q filed
     with the Securities and Exchange  Commission for the quarter ended June 30,
     1997.
(14) Exhibit is  incorporated by reference to the  Registrant's  Form 10-K filed
     with the Securities and Exchange Commission for the year ended December 31,
     1997.
(15) Exhibit is  incorporated  by reference to the  Registrant's  Form S-8 (File
     333-56017)  filed with the  Securities  and Exchange  Commission on June 4,
     1998
<PAGE>
                                   Exhibit 4
                            CERTIFICATE OF AMENDMENT
                                       OF
                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                         AMCOL INTERNATIONAL CORPORATION

     AMCOL International Corporation, a corporation organized and existing under
and by virtue of the  General  Corporation  Law of the  State of  Delaware  (the
"Corporation"), DOES HEREBY CERTIFY:

     FIRST: That the Board of Directors of the Corporation  adopted  resolutions
proposing  and  declaring  advisable  the  following  amendment  to the Restated
Certificate  of  Incorporation  of the  Corporation:  RESOLVED,  that the  first
paragraph  of  Article   FOURTH  of  the  Company's   Restated   Certificate  of
Incorporation be amended to read as set forth below:

     FOURTH.  The total  number of shares of stock which the  corporation  shall
have authority to issue is One Hundred Million (100,000,000),  and the par value
of each  share is $0.01,  amounting  in the  aggregate  to One  Million  Dollars
($1,000,000).

     SECOND:  That on May 12,  1998,  pursuant  to  resolution  of the  Board of
Directors, the annual meeting of stockholders of the Corporation was duly called
and held, at which meeting the necessary number of shares as required by statute
were voted in favor of the amendment.

     THIRD: That the aforesaid amendment was duly adopted in accordance with the
applicable provisions of Section 242 of the General Corporation Law of the State
of Delaware.

     IN WITNESS WHEREOF,  said AMCOL  International  Corporation has caused this
certificate to be signed by Clarence O. Redman, its Secretary,  this 12th day of
May, 1998 .

                                        AMCOL INTERNATIONAL CORPORATION
                                        By: /s/ Clarence O. Redman
                                                      Secretary