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, 1997
                                       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 18, 1997
         (Common stock, $.01 par value)                    18,958,268
<PAGE>
                         AMCOL INTERNATIONAL CORPORATION

                                      INDEX
Part I - Financial Information

<TABLE>
         <S>               <C>                                                                           <C>

         Item 1            Financial Statements                                                          Page No.

                           Condensed Consolidated Balance Sheet -
                           June 30, 1997 and December 31, 1996                                           1

                           Condensed Consolidated Statement of Operations -
                           six months and three months ended June 30, 1997 and 1996                      2

                           Condensed Consolidated Statement of Cash Flows -
                           six months ended June 30, 1997 and 1996                                       3

                           Notes to Condensed Consolidated Financial Statements                          4


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


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
</TABLE>
<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,
                                                                            1997                    1996
                                                                    ---------------------    -------------------
<S>                                                                     <C>                      <C>    
Current assets:                                                                                      *
     Cash and cash equivalents                                          $   4,177                $   3,054
     Accounts receivable, net                                              78,370                   81,519
     Inventories                                                           58,454                   56,314
     Prepaid expenses                                                       5,380                    4,502
     Current deferred tax asset                                             3,145                    3,086
         Total current assets                                             149,526                  148,475

Property, plant, equipment and mineral reserves                           308,167                  299,366
     Less accumulated depreciation                                        129,919                  118,490
                                                                          178,248                  180,876

Intangible assets, net                                                     14,604                   15,217
                                                                                              
Other long-term assets, net                                                 5,765                    6,140
                                                                        $ 348,143                $ 350,708

                                     LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
     Notes payable and current maturities of debt                       $  16,884                $   8,969
     Accounts payable                                                      19,900                   24,389
     Accrued liabilities                                                   23,762                   18,512
         Total current liabilities                                         60,546                   51,870

Long-term debt                                                            106,314                  118,855

Deferred credits and other liabilities                                     12,573                   12,579

Stockholders' equity:
     Common stock                                                             213                      213
     Additional paid-in capital                                            75,728                   75,576
     Foreign currency translation adjustment                                  919                    2,868
     Retained earnings                                                    101,186                   96,579
     Treasury stock                                                        (9,336)                  (7,832)
                                                                          168,710                  167,404
                                                                        $ 348,143                $ 350,708
</TABLE>

                  *Condensed from audited financial statements.

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

                                      -1-
<PAGE>

                AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                                   (Unaudited)
           (In thousands, except number of shares and per share data)

<TABLE>
<CAPTION>

                                                Six Months Ended                      Three Months Ended
                                                    June 30,                               June 30,
                                        ----------------------------------    -----------------------------------
                                             1997               1996               1997                1996
                                        ---------------    ---------------    ---------------     ---------------
<S>                                      <C>               <C>                 <C>                <C>

Net sales                                $    221,408      $    182,297        $    113,490       $      96,761
Cost of sales                                 175,894           146,383              89,787              76,847
     Gross profit                              45,514            35,914              23,703              19,914
General, selling and administrative
   expenses                                    28,744            25,482              14,237              13,059

     Operating profit                          16,770            10,432               9,466               6,855
Other income (expense):
     Interest expense, net                     (4,360)           (4,114)             (2,198)             (2,059)
     Other income, net                           (580)              131                (475)               (124)
                                               (4,940)           (3,983)             (2,673)             (2,183)

     Income from operations                    11,830             6,449               6,793               4,672
Income taxes                                    4,375             2,322               2,511               1,682

     Income before minority interest            7,455             4,127               4,282               2,990
Net income of minority interest                     -               (13)                  -                  (7)

     Net income                          $      7,455      $      4,114               4,282               2,983

Weighted average common and
       common equivalent shares            19,432,195        19,540,809          19,407,928          19,475,371

Earnings per share                       $        .38      $        .21        $        .22       $        .15

Dividends declared per share             $        .15      $        .14        $        .08       $        .07

</TABLE>

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

                                      -2-
<PAGE>
                AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (Unaudited)
                                 (In thousands)
<TABLE>
<CAPTION>


                                                                                  Six Months Ended
                                                                                      June 30,
                                                                    ----------------------------------------------
                                                                           1997                      1996
                                                                    --------------------      --------------------
<S>                                                                      <C>                       <C>
Cash flow from operating activities:
     Net income                                                          $  7,455                  $  4,114
     Adjustments to reconcile net income to net cash
       provided by operating activities:
         Depreciation, depletion, and amortization                         15,347                    13,048
         Other                                                               (406)                     (436)
         (Increase)/decrease in current assets                                707                   (10,723)
         Increase/(decrease) in current liabilities                           761                     5,963

         Net cash provided by operations                                   23,864                    11,966

Cash flow from investing activities:
     Acquisition of land, mineral reserves,
        depreciable and intangible assets                                 (13,509)                  (21,339)
     Sale of product line and mineral reserves                                  -                     6,155
     Other                                                                   (406)                    1,234

         Net cash used in investing activities                            (13,915)                  (13,950)

Cash flow from financing activities:
     Net change in outstanding debt                                        (4,626)                    5,015
     Dividends paid                                                        (2,848)                   (2,675)
     Other                                                                 (1,352)                     (929)

         Net cash provided (used) by financing activities                  (8,826)                    1,411

Net increase (decrease) in cash and cash equivalents                        1,123                      (573)

Cash and cash equivalents at beginning of period                            3,054                     1,888

Cash and cash equivalents at end of period                               $  4,177                  $  1,315

Supplemental Disclosure of Cash Flows Information

Actual cash paid for:
     Interest                                                            $  4,327                  $  2,386

     Income taxes                                                        $  3,272                  $    816
</TABLE>

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

                                      -3-

<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,  1996,  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,  1996,  has  been  derived  from  and  does  not  include  all the
disclosures  contained in the audited consolidated  financial statements for the
year ended  December 31, 1996. 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  1996 Form 10-K which  accompanies  the 1996 Corporate
Report.

     The results of operations for the six-month period ended June 30, 1997, are
not necessarily indicative of the results to be expected for the full year.

Note 2:  INVENTORIES

     Inventories  at June 30, 1997 have been valued using the same methods as at
December 31, 1996. The  composition of inventories at June 30, 1997 and December
31, 1996, was as follows:
<TABLE>
<CAPTION>

                                                                        June 30, 1997             December 31, 1996
                                                                    -----------------------     -----------------------
<S>                                                                         <C>                       <C>  

Crude stockpile and in-process inventories                                  $ 41,692                  $ 36,493

Other raw material, container and supplies inventories                        16,762                    19,821

                                                                            $ 58,454                  $ 56,314
</TABLE>

Note 3:  EARNINGS PER SHARE

     Earnings  per share are  computed  by dividing  net income by the  weighted
average  number of common shares  outstanding  and the dilutive  effect of stock
options outstanding at the end of each period.

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  consisted  with its committed  exposures.  As of June 30, 1997 the only
derivatives outstanding were related to foreign currency.

                                      -4-

<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, 1997 vs. 1996

     Net  sales  increased  by $39.1  million,  or  21.5%,  while  gross  profit
increased by $9.6  million,  or 26.7%,  and operating  profit  increased by $6.3
million,  or 60.8%.  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 increased by $.2 million,  or 6.0%, as a result
of higher  average  debt  levels.  Other  expense for 1997  included $.4 million
related to currency  exchange losses.  Earnings were $.38 per share for the 1997
period, compared with $.21 per 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,
                                -------------------------------------------------------------------------------------
                                          1997                        1996                      1997 vs. 1996
                                -------------------------     ----------------------      ---------------------------
         Minerals                                           (Dollars in Thousands)        $ Change           % Change
<S>                               <C>             <C>         <C>             <C>         <C>                <C>
Net sales                         $ 77,821        100.0%      $ 69,904        100.0%      $  7,917           11.3%
Cost of  sales                      65,316         83.9%        59,419         85.0%                           

   Gross profit                     12,505         16.1%        10,485         15.0%         2,020           19.3%
General, selling and
   administrative expenses           7,796         10.0%         7,748         11.1%            48             .6%

   Operating profit                  4,709          6.1%         2,737          3.9%         1,972           72.0%
</TABLE>

     Sales  increased by $7.9 million,  or 11.3%,  from the  prior-year  period.
Higher sales of cat litter and metalcasting products offset declines in sales of
refining  chemicals (a business that was sold in the second quarter of 1996) and
shipments  to the iron ore  pelletizing  market.  Reduced  sales to the iron ore
pelletizing market are anticipated to continue, although the remaining shipments
will reflect higher unit selling  prices.  Gross profit margins  improved by 110
basis points.  Product mix and better cat litter plant utilization accounted for
the change.  General,  selling and  administrative  expenses  for 1997  included
approximately $.4 million associated with international ventures,  which provide
access to cost-effective, local clay sources as alternatives to products shipped
from the United  States.  Management  anticipates  that such  expenditures  will
continue at this pace for the balance of 1997.

                                      -5-


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


<TABLE>
<CAPTION>
                                                             Six Months Ended June 30,
                                -------------------------------------------------------------------------------------
                                          1997                        1996                      1997 vs. 1996
                                -------------------------     ----------------------      ---------------------------
Absorbent Polymers                                          (Dollars in Thousands)        $ Change           % Change
<S>                               <C>             <C>         <C>             <C>         <C>                <C>
Net sales                         $ 90,202        100.0%      $ 66,148        100.0%      $ 24,054           36.4%
Cost of  sales                      71,779         79.6%        53,714         81.2%

   Gross profit                     18,423         20.4%        12,434         18.8%         5,989           48.2%
General, selling and
   administrative expenses           5,620          6.2%         4,896          7.4%           724           14.8%

   Operating profit                 12,803         14.2%         7,538         11.4%         5,265           69.8%
</TABLE>

     Revenues increased by $24.1 million, or 36.4%, over the prior year as sales
volume increased  50.2%.  Gross profit margins improved by 160 basis points from
the prior year, reflecting higher plant capacity utilization.

     The current  worldwide  superabsorbent  polymer capacity for the Company is
estimated at 130,000 metric tons, following debottlenecking of the U.S. and U.K.
plants.

<TABLE>
<CAPTION>
                                                             Six Months Ended June 30,
                                -------------------------------------------------------------------------------------
                                          1997                        1996                      1997 vs. 1996
                                -------------------------     ----------------------      ---------------------------
    Environmental                                           (Dollars in Thousands)        $ Change           % Change
<S>                               <C>             <C>         <C>             <C>         <C>                <C>  
Net sales                         $ 39,343        100.0%      $ 35,330        100.0%      $  4,013           11.4%
Cost of  sales                      26,538         67.5%        23,782         67.3%

   Gross profit                     12,805         32.5%        11,548         32.7%         1,257           10.9%
General, selling and
   administrative expenses           8,874         22.6%         7,480         21.2%         1,394           18.6%

   Operating profit                  3,931          9.9%         4,068         11.5%          (137)          (3.4%)
</TABLE>

     Sales increased by $4.0 million, or 11.4%. Gross profit margins declined by
20 basis points. General,  selling and administrative expenses increased by $1.4
million, or 18.6%,  reflecting higher  international  marketing costs and higher
costs associated with the European environmental unit.

                                      -6-
<PAGE>
                AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS
                                   (Continued)

<TABLE>
<CAPTION>

                                                             Six Months Ended June 30,
                                -------------------------------------------------------------------------------------
                                          1997                        1996                      1997 vs. 1996
                                -------------------------     ----------------------      ---------------------------
   Transportation                                           (Dollars in Thousands)        $ Change           % Change
<S>                               <C>             <C>          <C>            <C>         <C>                <C>  
Net sales                         $ 14,042        100.0%       $10,915        100.0%      $  3,127           28.6%
Cost of  sales                      12,261         87.3%         9,468         86.7%

   Gross profit                      1,781         12.7%         1,447         13.3%           334           23.1%
General, selling and
   administrative expenses           1,015          7.2%           913          8.4%           102           11.2%

   Operating profit                    766          5.5%           534          4.9%           232           43.4%
</TABLE>


     Revenues  increased  $3.1  million,  or  28.6%,  as a  result  of  stronger
shipments of cat litter and  environmental  products.  This unit also  benefited
from increased truck shipments due to weather-related  difficulties  experienced
by the railroads in the first quarter of 1997.  Gross profit margins declined by
60 basis points as a result of lower aggregate brokerage margins.

<TABLE>
<CAPTION>
                                                             Six Months Ended June 30,
                                -------------------------------------------------------------------------------------
                                          1997                        1996                      1997 vs. 1996
                                -------------------------     ----------------------      ---------------------------
        Corporate                                           (Dollars in Thousands)        $ Change           % Change
General, selling and
<S>                               <C>                         <C>                         <C>                <C>  
   administrative expenses        $  5,439                    $  4,445                    $    994           22.4%

   Operating loss                   (5,439)                     (4,445)                       (994)          22.4%
</TABLE>


     Corporate costs include management  information  systems,  human resources,
investor  relations  and  corporate   communications,   corporate  finance,  and
corporate  governance  costs.  The $1.0  million  increase in costs is primarily
attributable  to the  development  and  launch  of the  Company's  nanocomposite
technology.

                                      -7-

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


Three Months Ended June 30, 1997 vs. 1996

     Net  sales  increased  by $16.7  million,  or  17.3%,  while  gross  profit
increased by $3.8  million,  or 19.0%,  and operating  profit  increased by $2.6
million, or 38.1%. Net interest expense increased by $.1 million, or 6.8%. Other
expense in 1997 included $.3 million in exchange losses.  Earnings were $.22 per
share for 1997 quarter  compared with $.15 per share for the prior-year  quarter
on slightly fewer weighted average shares outstanding.

A brief discussion by business segment follows:
<TABLE>
<CAPTION>

                                                               Quarter Ended June 30,
                                -------------------------------------------------------------------------------------
                                          1997                        1996                      1997 vs. 1996
                                -------------------------     ----------------------      ---------------------------
         Minerals                                           (Dollars in Thousands)        $ Change           % Change
<S>                               <C>             <C>         <C>             <C>         <C>                 <C> 
Net sales                         $ 38,563        100.0%      $ 35,347        100.0%      $  3,216            9.1%
Cost of  sales                      32,163         83.4%        29,566         83.6%

   Gross profit                      6,400         16.6%         5,781         16.4%           619           10.7%
General, selling and
   administrative expenses           3,921         10.2%         3,950         11.2%           (29)           (.7%)

   Operating profit                  2,479          6.4%         1,831          5.2%           648           35.4%
</TABLE>


     Sales  increased  by $3.2  million,  or 9.1%,  over the prior year  period,
primarily  as a result  of  higher  shipments  of cat  litter  and  metalcasting
products. Gross profit margins improved by 20 basis points. General, selling and
administrative  expenses in 1996 included approximately $.4 million of severance
costs  related  to  management  changes,   whereas  the  1997  quarter  included
approximately $.2 million associated with the international ventures.

                                      -8-
<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,
                                -------------------------------------------------------------------------------------
                                          1997                        1996                      1997 vs. 1996
                                -------------------------     ----------------------      ---------------------------
Absorbent Polymers                                          (Dollars in Thousands)        $ Change           % Change
<S>                               <C>             <C>          <C>            <C>         <C>                <C>  
Net sales                         $ 45,041        100.0%       $34,102        100.0%      $ 10,939           32.1%
Cost of  sales                      36,211         80.4%        27,994         82.1%

   Gross profit                      8,830         19.6%         6,108         17.9%         2,722           44.6%
General, selling and
   administrative expenses           2,605          5.8%         2,417          7.1%           188            7.8%

   Operating profit                  6,225         13.8%         3,691         10.8%         2,534           68.7%
</TABLE>

     Revenues increased by $10.9 million, or 32.1%, over the prior year as sales
volume  increased  43.9%.  Volume  growth  on a  sequential  quarter  basis  was
adversely  impacted by slower than expected  demand from one of the unit's major
customers. Continued volume growth is anticipated,  though the pace of growth is
likely to slow from that of the previous year.  Gross profit margins improved by
170 basis points, primarily as a result of improved capacity utilization.

<TABLE>
<CAPTION>
                                                               Quarter Ended June 30,
                                -------------------------------------------------------------------------------------
                                          1997                        1996                      1997 vs. 1996
                                -------------------------     ----------------------      ---------------------------
    Environmental                                           (Dollars in Thousands)        $ Change           % Change
<S>                               <C>             <C>          <C>            <C>         <C>                 <C> 
Net sales                         $ 22,778        100.0%       $21,563        100.0%      $  1,215            5.6%
Cost of  sales                      15,211         66.8%        14,283         66.2%

   Gross profit                      7,567         33.2%         7,280         33.8%           287            3.9%
General, selling and
   administrative expenses           4,565         20.0%         3,922         18.2%           643           16.4%

   Operating profit                  3,002         13.2%         3,358         15.6%          (356)         (10.6%)
</TABLE>

     Sales  increased by $1.2 million,  or 5.6%.  Weather  related delays in the
United  States caused the pace of growth to slow from the first quarter of 1997,
primarily in the geosynthetic clay liner market.  Export sales and sales of U.K.
manufactured products were hampered by the strong U.S. dollar and British pound.
Gross  profit  margins  declined  by 60 basis  points  as a result  of the lower
margins on liners and lower  international  sales The backlog for liner sales is
strong,  and sales are  expected to rebound,  however  international  sales will
continue  to be  impacted  as long as the  dollar  and  pound  remain  strong in
relation  to other  currencies.  General,  selling and  administrative  expenses
increased  by  $.6  million,   reflecting  the  addition  of  personnel,  higher
international marketing costs and increased  infrastructure costs related to the
European unit associated with building a stronger international presence.

                                      -9-

<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,
                                -------------------------------------------------------------------------------------
                                          1997                        1996                      1997 vs. 1996
                                -------------------------     ----------------------      ---------------------------
   Transportation                                           (Dollars in Thousands)        $ Change           % Change
<S>                               <C>             <C>         <C>             <C>         <C>                <C>  
Net sales                         $  7,108        100.0%      $  5,749        100.0%      $  1,359           23.6%
Cost of  sales                       6,202         87.3%         5,004         87.0%

   Gross profit                        906         12.7%           745         13.0%           161           21.6%
General, selling and
   administrative expenses             511          7.2%           480          8.3%            31            6.5%

   Operating profit                    395          5.5%           265          4.7%           130           49.1%
</TABLE>

     Revenues  increased  23.6%,  primarily as a result of increased  cat litter
shipments  and more  business with  customers  unrelated to the Company's  other
business segments.
<TABLE>
<CAPTION>

                                                               Quarter Ended June 30,
                                -------------------------------------------------------------------------------------
                                          1997                        1996                      1997 vs. 1996
                                -------------------------     ----------------------      ---------------------------
        Corporate                                           (Dollars in Thousands)        $ Change           % Change
General, selling and
<S>                               <C>                         <C>                         <C>                <C>  
   administrative expenses        $  2,635                    $  2,290                    $    345           15.1%

   Operating loss                   (2,635)                     (2,290)                       (345)          15.1%
</TABLE>

     Increased  costs   associated  with  the  development  and  launch  of  the
nanocomposite business accounted for the increase in corporate expenses.

                                      -10-
<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,  1997,  the  Company  had  outstanding  debt of $123.2  million
(including both long-and short-term debt) and cash of $4.2 million compared with
$127.8  million  in debt and $3.1  million in cash at  December  31,  1996.  The
long-term  debt  represented  38.7% of  total  capitalization  at June 30,  1997
compared with 41.5% at December 31, 1996.

     The  Company  had a  current  ratio of  2.47-to-1  at June 30,  1997,  with
approximately $89.0 million in working capital compared with 2.86-to-1 and $96.6
million,  respectively,  at December 31, 1996. The lower current ratio reflected
the  reclassification  of $9.5  million  of debt which  matures  during the next
twelve months.

     During  1997,  the Company  paid  dividends  of $2.8  million and  acquired
property, plant and equipment totaling $13.5 million. These expenditures, plus a
$4.6  million   reduction  in  debt,  were  funded  from   operations.   Capital
expenditures for 1997 are currently  anticipated to be in the $30 to $35 million
range.

     The Company had $38.8 million in unused, committed credit lines at June 30,
1997.  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.

                                      -11-
<PAGE>
                           PART II - OTHER INFORMATION


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

     (a)  The Annual  Stockholders  Meeting of the  Company  was held on May 15,
          1997.

     (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>        
                            Robert E. Driscoll III                  15,167,621.658                 139,085.500
                            James A. McClung                        15,166,766.137                 139,941.021
                            C. Eugene Ray                           15,167,618.598                 139,088.560
                            Dale E. Stahl                           15,165,957.720                 140,749.438
</TABLE>

          2.   Ratification   of   Appointment  of  KPMG  Peat  Marwick  LLP  as
               independent accountants for the Company for its 1997 fiscal year.

<TABLE>
<CAPTION>
                                        For                        Against                     Abstain
                               -----------------------      -----------------------     -----------------------
<S>                                <C>                            <C>                         <C>       
                                   15,249,490.595                 9,529.518                   47,687.045
</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, 1997.

                                      -12-

<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:    7/21/97              /s/ John Hughes
                              John Hughes
                              President and Chief Executive Officer



Date:    7/21/97              /s/ Paul G. Shelton
                              Paul G. Shelton
                              Senior Vice President and Chief Financial Officer

                                      -13-

<PAGE>

                                INDEX TO EXHIBITS

Exhibit
Number

3.1       Restated  Certificate of  Incorporation  of the Company (5), 
          as amended (10)
3.2       Bylaws of the Company (10)
4         Article Fourth of the Company's Restated Certificate of
          Incorporation (5)
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
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 7, 1996, by and between
          Registrant and Lawrence E. Washow (10)
10.8      Change in Control Agreement dated February 7, 1996, by and between
          Registrant and Roger P. Palmer (10)
10.9      Change in Control Agreement dated April 1, 1997 by and between
          Registrant and Peter L. Maul (12)
10.10     AMCOL International Corporation Dividend Reinvestment and Stock
          Purchase Plan (4); as amended (6)
10.11     AMCOL International Corporation 1993 Stock Plan, as amended and
          restated (10)
10.12     Credit Agreement by and among AMCOL International Corporation and 
          Harris Trust and Savings Bank, individually and as agent, NBD Bank,
          LaSalle National Bank and the Northern Trust Company dated October
          4, 1994, (7); as amended, First Amendment to Credit Agreement dated
          September 25, 1995 (9), as amended, Second Amendment to Credit
          Agreement dated March 28, 1996, and Third Amendment to Credit
          Agreement dated September 12, 1996 (11)
10.13     Note Agreement dated October 1, 1994, between AMCOL International
          Corporation and Principal Mutual Life Insurance Company, (7); as
          amended, First Amendment of Note Agreement dated September 30, 1996
          (11)
10.14     Change in Control Agreement dated August 21, 1996 by and between
          Registrant and Frank B. Wright, Jr. (11)
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 for the year ended
          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.

                                      -14-
<PAGE>
(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.

                                      -15-