As filed with the Securities and Exchange Commission on November 14, 2003
                                                   Registration No. 333-________
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                         AMCOL INTERNATIONAL CORPORATION
             (Exact Name of Registrant as Specified in its Charter)

      Delaware                                       36-0724340
State of Incorporation)                  (I.R.S. Employer Identification Number)

                               One North Arlington
                        1500 West Shure Drive, Suite 500

                     Arlington Heights, Illinois 60004-7803
   (Address, including Zip Code, of Registrant's Principal Executive Offices)

          AMCOL International Corporation 1998 Long-Term Incentive Plan
                            (Full Title of the Plan)

                               Lawrence E. Washow
                      President and Chief Executive Officer
                         AMCOL International Corporation
                               One North Arlington
                        1500 West Shure Drive, Suite 500
                     Arlington Heights, Illinois 60004-7803
                                 (847) 394-8730
           (Name, Address, and Telephone Number of Agent For Service)

                                   Copies to:
                              James W. Ashley, Esq.
                              Lord, Bissell & Brook
                            115 South LaSalle Street
                             Chicago, Illinois 60603
                                 (312) 443-0700

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
Title of securities    Amount to be       Proposed maximum        Proposed maximum        Amount of
to be registered       registered (1)    offering price per      aggregate offering      registration
                                               share                   price                 fee
<S>                     <C>                 <C>      <C>          <C>          <C>        <C>        <C>
Common Stock            1,000,000           $ 14.425 (2)          $ 14,425,000 (2)        $ 1,166.98 (2)
                        ---------           --------              ------------            ---------
</TABLE>

(1)   Together with an indeterminate number of additional shares of common stock
      which may be necessary to adjust the number of shares reserved for
      issuance pursuant to the plan as a result of any future stock split, stock
      dividend or similar adjustment of the outstanding common stock pursuant to
      Rule 416(c) of the Securities Act of 1933.

(2)   Estimated pursuant to Rule 457(c) and (h) of the Securities Act of 1933
      solely for the purpose of calculating the registration fee and based on
      the average of the high and low prices of the common stock as reported on
      the New York Stock Exchange on November 10, 2003.


<PAGE>

EXPLANATORY NOTE: This registration statement is being filed in accordance with
General Instruction E to Form S-8 to register an additional 1,000,000 shares of
common stock available for issuance under the AMCOL International Corporation
1998 Long-Term Incentive Plan, as amended. The contents of the Registrant's
registration statement on Form S-8 filed June 4, 1998, Registration No.
333-56017, are incorporated by reference into this registration statement.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

      The Registrant hereby incorporates by reference into this registration
statement the documents listed below which have previously been filed with the
Securities and Exchange Commission (the "Commission"):

      1.    The Registrant's Annual Report on Form 10-K for the fiscal year
            ended December 31, 2002;

      2.    The Registrant's Quarterly Report on Form 10-Q for the quarter ended
            March 31, 2003;

      3.    The Registrant's Quarterly Report on Form 10-Q for the quarter ended
            June 30, 2003;

      4.    The Registrant's Quarterly Report on Form 10-Q for the quarter ended
            September 30, 2003; and

      5.    The description of the shares of the Registrant's common stock,
            $0.01 par value per share, contained in the Registrant's Form 10
            filed with the Commission on July 27, 1987, including any amendment
            or report filed for the purpose of updating such descriptions.

      In addition, each document or report subsequently filed by the Registrant
with the Commission pursuant to Sections 13(a), 13(c), 14, and 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") after the date
of this registration statement, but prior to the filing of a post-effective
amendment to this registration statement which indicates that all securities
offered by this registration statement have been sold or which deregisters all
such securities then remaining unsold, shall be deemed to be incorporated by
reference into this registration statement. Each document or report incorporated
into this registration statement by reference shall be deemed to be a part of
this registration statement from the date of the filing of such document with
the Commission until the information contained therein is superseded or updated
by any subsequently filed document which is incorporated by reference into this
registration statement or by any subsequently filed amendment to this
registration statement.

Item 8.     Exhibits.

4.1         Article Four of the Registrant's Restated Certificate of
            Incorporation(1)

5.1         Opinion of Lord, Bissell & Brook*


                                       2
<PAGE>

23.1        Consent of KPMG LLP, independent auditors*

23.3        Consent of Lord, Bissell & Brook (included in Exhibit 5.1 above)

24.1        Power of Attorney (included on signature page)

99.1        AMCOL International Corporation 1998 Long-Term Incentive Plan(2)

99.2        Amendment to AMCOL International Corporation 1998 Long-Term
            Incentive Plan*

----------

(*)   Filed herewith

(1)   Exhibit is incorporated by reference to the Registrant's Form 10-K filed
      with the Securities and Exchange Commission for the fiscal year ended
      December 31, 1995.

(2)   Exhibit is incorporated by reference to the Registrant's Registration
      Statement on Form S-8, Registration No. 333-56017.


                                       3
<PAGE>

                                   SIGNATURES

      The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the Village of Arlington Heights, State of Illinois, on
November 11, 2003.

                                     AMCOL INTERNATIONAL CORPORATION

                                     By: /s/ Lawrence E. Washow
                                         ---------------------------------------
                                     Name: Lawrence E. Washow
                                     Its:  President and Chief Executive Officer

                                POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Lawrence E. Washow and Clarence O. Redman
and each of them with power to act without the other, as his or her true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any or all amendments and supplements to this
Registration Statement, and to file the same, or cause to be filed the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto each said attorney-in-fact and
agent full power to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that any said attorney-in-fact and agent or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

NAME AND CAPACITY                                            DATE
-----------------                                            ----

/s/ Lawrence E. Washow                                       November 11, 2003
--------------------------------------------
Lawrence E. Washow
President and Chief Executive Officer
(Principal Executive Officer); Director

/s/ Gary L. Castanga                                         November 11, 2003
--------------------------------------------
Gary L. Castagna
Senior Vice President and
Chief Financial Officer
(Principal Financial and Accounting Officer)


                                       4
<PAGE>

/s/ Arthur Brown                                             November 11, 2003
--------------------------------------------
Arthur Brown
Director

/s/ Daniel P. Casey                                          November 11, 2003
--------------------------------------------
Daniel P. Casey
Director

/s/ Robert E. Driscoll, III                                  November 11, 2003
--------------------------------------------
Robert E. Driscoll, III
Director

/s/ John Hughes                                              November 11, 2003
--------------------------------------------
John Hughes
Director

/s/ Jay D. Proops                                            November 11, 2003
--------------------------------------------
Jay D. Proops
Director

/s/ Clarence O. Redman                                       November 11, 2003
--------------------------------------------
Clarence O. Redman
Director

/s/ Dale E. Stahl                                            November 11, 2003
--------------------------------------------
Dale E. Stahl
Director

/s/ Audrey L. Weaver                                         November 11, 2003
--------------------------------------------
Audrey L. Weaver
Director

/s/ Paul C. Weaver                                           November 11, 2003
--------------------------------------------
Paul C. Weaver
Director


                                       5
<PAGE>

                                INDEX TO EXHIBITS

Exhibit
Number       Description of Exhibit

4.1         Article Four of the Registrant's Restated Certificate of
            Incorporation(1)

5.1         Opinion of Lord, Bissell & Brook*

23.1        Consent of KPMG LLP, independent auditors*

23.3        Consent of Lord, Bissell & Brook (included in Exhibit 5.1 above)

24.1        Power of Attorney (included on signature page)

99.1        AMCOL International Corporation 1998 Long-Term Incentive Plan(2)

99.2        Amendment to AMCOL International Corporation 1998 Long-Term
            Incentive Plan*

----------

(*)   Filed herewith

(1)   Exhibit is incorporated by reference to the Registrant's Form 10-K filed
      with the Securities and Exchange Commission for the fiscal year ended
      December 31, 1995.

(2)   Exhibit is incorporated by reference to the Registrant's Registration
      Statement on Form S-8, Registration No. 333-56017.


                                       6
[{"type": "S-8", "sequence": "1", "filename": "e16247_s8.txt", "description": "FORM S-8", "secsgml_size_bytes": 12063}]
{"company-data": {"conformed-name": "AMCOL INTERNATIONAL CORP", "cik": "0000813621", "assigned-sic": "1400", "irs-number": "360724340", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-110500", "film-number": "031002831"}, "business-address": {"street1": "1500 W SHURE DR", "city": "ARLINGTON HEIGHTS", "state": "IL", "zip": "60004-7803", "phone": "8473948730"}, "mail-address": {"street1": "1500 W SHURE DR", "city": "ARLINGTON HEIGHTS", "state": "IL", "zip": "60004-7803"}, "former-company": {"former-conformed-name": "AMERICAN COLLOID CO", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on November 14, 2003
                                                   Registration No. 333-________
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                         AMCOL INTERNATIONAL CORPORATION
             (Exact Name of Registrant as Specified in its Charter)

      Delaware                                       36-0724340
State of Incorporation)                  (I.R.S. Employer Identification Number)

                               One North Arlington
                        1500 West Shure Drive, Suite 500

                     Arlington Heights, Illinois 60004-7803
   (Address, including Zip Code, of Registrant's Principal Executive Offices)

          AMCOL International Corporation 1998 Long-Term Incentive Plan
                            (Full Title of the Plan)

                               Lawrence E. Washow
                      President and Chief Executive Officer
                         AMCOL International Corporation
                               One North Arlington
                        1500 West Shure Drive, Suite 500
                     Arlington Heights, Illinois 60004-7803
                                 (847) 394-8730
           (Name, Address, and Telephone Number of Agent For Service)

                                   Copies to:
                              James W. Ashley, Esq.
                              Lord, Bissell & Brook
                            115 South LaSalle Street
                             Chicago, Illinois 60603
                                 (312) 443-0700

                         CALCULATION OF REGISTRATION FEE
Title of securities    Amount to be       Proposed maximum        Proposed maximum        Amount of
to be registered       registered (1)    offering price per      aggregate offering      registration
                                               share                   price                 fee
Common Stock            1,000,000           $ 14.425 (2)          $ 14,425,000 (2)        $ 1,166.98 (2)
                        ---------           --------              ------------            ---------
(1)   Together with an indeterminate number of additional shares of common stock
      which may be necessary to adjust the number of shares reserved for
      issuance pursuant to the plan as a result of any future stock split, stock
      dividend or similar adjustment of the outstanding common stock pursuant to
      Rule 416(c) of the Securities Act of 1933.

(2)   Estimated pursuant to Rule 457(c) and (h) of the Securities Act of 1933
      solely for the purpose of calculating the registration fee and based on
      the average of the high and low prices of the common stock as reported on
      the New York Stock Exchange on November 10, 2003.
EXPLANATORY NOTE: This registration statement is being filed in accordance with
General Instruction E to Form S-8 to register an additional 1,000,000 shares of
common stock available for issuance under the AMCOL International Corporation
1998 Long-Term Incentive Plan, as amended. The contents of the Registrant's
registration statement on Form S-8 filed June 4, 1998, Registration No.
333-56017, are incorporated by reference into this registration statement.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

      The Registrant hereby incorporates by reference into this registration
statement the documents listed below which have previously been filed with the
Securities and Exchange Commission (the "Commission"):

      1.    The Registrant's Annual Report on Form 10-K for the fiscal year
            ended December 31, 2002;

      2.    The Registrant's Quarterly Report on Form 10-Q for the quarter ended
            March 31, 2003;

      3.    The Registrant's Quarterly Report on Form 10-Q for the quarter ended
            June 30, 2003;

      4.    The Registrant's Quarterly Report on Form 10-Q for the quarter ended
            September 30, 2003; and

      5.    The description of the shares of the Registrant's common stock,
            $0.01 par value per share, contained in the Registrant's Form 10
            filed with the Commission on July 27, 1987, including any amendment
            or report filed for the purpose of updating such descriptions.

      In addition, each document or report subsequently filed by the Registrant
with the Commission pursuant to Sections 13(a), 13(c), 14, and 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") after the date
of this registration statement, but prior to the filing of a post-effective
amendment to this registration statement which indicates that all securities
offered by this registration statement have been sold or which deregisters all
such securities then remaining unsold, shall be deemed to be incorporated by
reference into this registration statement. Each document or report incorporated
into this registration statement by reference shall be deemed to be a part of
this registration statement from the date of the filing of such document with
the Commission until the information contained therein is superseded or updated
by any subsequently filed document which is incorporated by reference into this
registration statement or by any subsequently filed amendment to this
registration statement.

Item 8.     Exhibits.

4.1         Article Four of the Registrant's Restated Certificate of
            Incorporation(1)

5.1         Opinion of Lord, Bissell & Brook*

                                       2
23.1        Consent of KPMG LLP, independent auditors*

23.3        Consent of Lord, Bissell & Brook (included in Exhibit 5.1 above)

24.1        Power of Attorney (included on signature page)

99.1        AMCOL International Corporation 1998 Long-Term Incentive Plan(2)

99.2        Amendment to AMCOL International Corporation 1998 Long-Term
            Incentive Plan*

----------

(*)   Filed herewith

(1)   Exhibit is incorporated by reference to the Registrant's Form 10-K filed
      with the Securities and Exchange Commission for the fiscal year ended
      December 31, 1995.

(2)   Exhibit is incorporated by reference to the Registrant's Registration
      Statement on Form S-8, Registration No. 333-56017.

                                       3
SIGNATURES

      The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the Village of Arlington Heights, State of Illinois, on
November 11, 2003.

                                     AMCOL INTERNATIONAL CORPORATION

                                     By: /s/ Lawrence E. Washow
                                         ---------------------------------------
                                     Name: Lawrence E. Washow
                                     Its:  President and Chief Executive Officer

                                POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Lawrence E. Washow and Clarence O. Redman
and each of them with power to act without the other, as his or her true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any or all amendments and supplements to this
Registration Statement, and to file the same, or cause to be filed the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto each said attorney-in-fact and
agent full power to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that any said attorney-in-fact and agent or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

NAME AND CAPACITY                                            DATE
-----------------                                            ----

/s/ Lawrence E. Washow                                       November 11, 2003
--------------------------------------------
Lawrence E. Washow
President and Chief Executive Officer
(Principal Executive Officer); Director

/s/ Gary L. Castanga                                         November 11, 2003
--------------------------------------------
Gary L. Castagna
Senior Vice President and
Chief Financial Officer
(Principal Financial and Accounting Officer)

                                       4
/s/ Arthur Brown                                             November 11, 2003
--------------------------------------------
Arthur Brown
Director

/s/ Daniel P. Casey                                          November 11, 2003
--------------------------------------------
Daniel P. Casey
Director

/s/ Robert E. Driscoll, III                                  November 11, 2003
--------------------------------------------
Robert E. Driscoll, III
Director

/s/ John Hughes                                              November 11, 2003
--------------------------------------------
John Hughes
Director

/s/ Jay D. Proops                                            November 11, 2003
--------------------------------------------
Jay D. Proops
Director

/s/ Clarence O. Redman                                       November 11, 2003
--------------------------------------------
Clarence O. Redman
Director

/s/ Dale E. Stahl                                            November 11, 2003
--------------------------------------------
Dale E. Stahl
Director

/s/ Audrey L. Weaver                                         November 11, 2003
--------------------------------------------
Audrey L. Weaver
Director

/s/ Paul C. Weaver                                           November 11, 2003
--------------------------------------------
Paul C. Weaver
Director

                                       5
INDEX TO EXHIBITS

Exhibit
Number       Description of Exhibit

4.1         Article Four of the Registrant's Restated Certificate of
            Incorporation(1)

5.1         Opinion of Lord, Bissell & Brook*

23.1        Consent of KPMG LLP, independent auditors*

23.3        Consent of Lord, Bissell & Brook (included in Exhibit 5.1 above)

24.1        Power of Attorney (included on signature page)

99.1        AMCOL International Corporation 1998 Long-Term Incentive Plan(2)

99.2        Amendment to AMCOL International Corporation 1998 Long-Term
            Incentive Plan*

----------

(*)   Filed herewith

(1)   Exhibit is incorporated by reference to the Registrant's Form 10-K filed
      with the Securities and Exchange Commission for the fiscal year ended
      December 31, 1995.

(2)   Exhibit is incorporated by reference to the Registrant's Registration
      Statement on Form S-8, Registration No. 333-56017.

                                       6