As filed with the Securities and Exchange Commission on January 31, 1996
                                                       Registration No. 33-___

                       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 issuer as specified in its charter)

         DELAWARE                                      36-0724340
  (State of incorporation)                 (I.R.S. Employer Identification No.)

                               ONE NORTH ARLINGTON
                              1500 WEST SHURE DRIVE
                     ARLINGTON HEIGHTS, ILLINOIS 60004-1434
                    (Address of principal executive offices)

                 AMCOL INTERNATIONAL CORPORATION 1993 STOCK PLAN
                            (Full title of the plan)

Paul G. Shelton                                   Copy to:
Chief Financial Officer                           James W. Ashley, Jr., Esq.
AMCOL International Corporation                   Janet O. Love, Esq.
One North Arlington                               Keck, Mahin & Cate
1500 West Shure Drive                             77 West Wacker, 49th Floor
Arlington Heights, Illinois 60004-1434            Chicago, Illinois 60601-1693
(Name and address of agent for service)           (312) 634-7700

          (847) 394-8730
(Telephone number of agent for service)

<TABLE>
                         CALCULATION OF REGISTRATION FEE
<CAPTION>

Title of        Amount             Proposed Maximum       Proposed Maximum
Securities to   to be              Offering Price         Aggregate Offering       Amount of
be Registered   Registered(1)(2)   Per Share              Price                    Registration Fee

<S>             <C>                <C>                    <C>                      <C>         
Common Stock    840,000            $14.63(3)              $12,842,634(3)           $4,428.49(3)
<FN>

(1)   Represents  the maximum  number of shares of Common  Stock of the Company
      that may be issued hereunder.

(2)   Together with an  indeterminant  number of additional  shares 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 of the Company.

(3)  Estimated  pursuant  to Rule  457(c)  and (h)  solely  for the  purpose  of
     calculating  the  registration  fee as to the shares which may be purchased
     upon exercise of options  outstanding or which may become outstanding under
     the Plan and based on the price at which options  heretofore granted may be
     exercised  for 335,645  shares of Common Stock and the average high and low
     price of Common Stock as reported on the National Association of Securities
     Dealers,  Inc.  Automatic  Quotation  National Market System on January 30,
     1996 for the remaining 504,355 shares of Common Stock being registered.

</FN>
</TABLE>


<PAGE>
                                     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 been filed with the  Securities
and Exchange Commission:

          1.   The  Registrant's  Annual Report on Form 10-K for the fiscal year
               ended December 31, 1994;

          2.   The Registrant's  Quarterly Reports on Form 10-Q for the quarters
               ended March 31, 1995, June 30, 1995 and September 30, 1995; and

          3.   The description of the shares of the  Registrant's  Common Stock,
               $0.01  par  value  per  share,   contained  in  the  Registrant's
               Registration  Statement on Form 10, filed with the  Commission on
               July 27, 1987  registering  such shares pursuant to Section 12 of
               the  Securities  Exchange Act of 1934  including any amendment or
               report updating such description.

         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 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 furnished appendix to this Registration Statement.

Item 4.           Description of Securities.

         Not Applicable.

Item 5.           Interests of Named Experts and Counsel.

                  Clarence O. Redman, a director of the Company,  is a member of
Keck,  Mahin & Cate,  the law firm  that  serves  as  Corporate  Counsel  to the
Company.  As of January 15, 1996, Mr. Redman beneficially owned 69,257 shares of
Common Stock, which amount includes 33,600 shares subject to options exercisable
within 60 days.

Item 6.           Indemnification of Directors and Officers.

         The  Registrant's  Restated  Certificate of  Incorporation  and By-Laws
provide that the Registrant shall, subject to certain limitations, indemnify its
directors and officers against expenses (including  attorneys' fees,  judgments,
fines and  certain  settlements)  actually  and  reasonably  incurred by them in
connection with any suit or proceeding to which they are a party so long as they
acted in good faith and in a manner reasonably  believed to be in or not opposed
to the best interests of the corporation, and, with respect to a criminal action
or proceeding,  so long as they had no reasonable cause to believe their conduct
to have been unlawful.

<PAGE>

         Section 102 of the Delaware General  Corporation Law permits a Delaware
corporation  to  include  in  its  certificate  of   incorporation  a  provision
eliminating  or  limiting  a  director's  liability  to  a  corporation  or  its
stockholders  for monetary  damages for breaches of fiduciary duty. The enabling
statute provides,  however,  that liability for breaches of the duty of loyalty,
acts or omissions  not in good faith or  involving  intentional  misconduct,  or
knowing  violation of the law, and the unlawful  purchase or redemption of stock
or payment of unlawful  dividends or the receipt of improper  personal  benefits
cannot be  eliminated  or  limited in this  manner.  The  Registrant's  Restated
Certificate  of  Incorporation  includes a provision  which  eliminates,  to the
fullest extent permitted,  director  liability for monetary damages for breaches
of fiduciary duty.

Item 7.           Exemption from Registration Claimed.

         Not applicable.

Item 8.           Exhibits.

         See the Index to Exhibits immediately following the signature page.

Item 9.           Undertakings.

         The undersigned Registrant hereby undertakes:

         A. (1) To file,  during any  period in which  offers or sales are being
made, a post-effective  amendment to this Registration  Statement (i) to include
any prospectus  required by Section 10(a)(3) of the Securities Act of 1933; (ii)
to reflect in the  prospectus  any facts or events  arising  after the effective
date of the Registration Statement (or the most recent post-effective  amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement; and (iii) to include
any material information with respect to the plan of distribution not previously
disclosed  in  the  Registration  Statement  or  any  material  change  to  such
information in the Registration  Statement;  provided,  however, that paragraphs
(1)(i) and (1)(ii) do not apply if the information  required to be included in a
post-effective  amendment by those  paragraphs is contained in periodic  reports
filed  by  the  registrant  pursuant  to  Section  13 or  Section  15(d)  of the
Securities  Exchange  Act of 1934  that are  incorporated  by  reference  in the
Registration Statement.

                  (2) That, for the purpose of determining  any liability  under
the Securities Act of 1933, each such  post-effective  amendment shall be deemed
to be a new registration  statement  relating to the securities offered therein,
and the  offering  of such  securities  at that  time  shall be deemed to be the
initial bona fide offering thereof.

                  (3) To remove from  registration by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

         B. That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the  Registrant's  annual report pursuant to Section
13(a) or  Section  15(d) of the  Securities  Exchange  Act of 1934  (and,  where
applicable,  each filing of an employment  benefit plan's annual report pursuant
to Section 15(a) of the Securities Exchange Act of 1934) that is incorporated by
reference in the Registration Statement shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

<PAGE>

         C.  Insofar  as  indemnification  for  liabilities  arising  under  the
Securities Act of 1933 may be permitted to directors,  officers, and controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant of expenses incurred or paid by a director,  officer,  or controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding) is asserted by such  director,  officer,  or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                     EXPERTS

         The  financial  statements  and related  financial  schedules  of AMCOL
International  Corporation as of December 31, 1993 and 1994, and for each of the
years in the three year  period  ended  December  31, 1994 are  incorporated  by
reference  herein  from the  Company's  Annual  Report on Form 10-K for the year
ended  December  31,  1994 in reliance  upon the  reports of KPMG Peat  Marwick,
independent certified public accountants,  given upon the authority of said firm
as experts in accounting and auditing.

<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
January 25, 1996.

                                   AMCOL INTERNATIONAL CORPORATION



                                   By: /s/ John Hughes
                                   Name: John Hughes
                                   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 Paul G. Shelton and Clarence O.
Redman or any of them each with power to act without the other,  as his true and
lawful   attorney-in-fact  and  agent,  with  full  power  of  substitution  and
resubstitution,  for  him  and in his  name,  place  and  stead,  in any and all
capacities, to sign any or all subsequent pre- and post-effective 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 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/ John Hughes                                               January 25, 1996
John Hughes, President; Chief
Executive Officer and Director


 /s/ Paul G. Shelton                                           January 25, 1996
Paul G. Shelton, Senior Vice President-
Chief Financial Officer and Principal
Accounting Officer; Treasurer and
Director

<PAGE>

                                                               January 25, 1996
 /s/ C. Eugene Ray
C. Eugene Ray, Director; Chairman
of the Board



 /s/ Arthur Brown                                              January 25, 1996
Arthur Brown, Director



 /s/ Robert E. Driscoll, III                                   January 25, 1996
Robert E. Driscoll, III, Director



 /s/ Raymond A. Foos                                           January 25, 1996
Raymond A. Foos, Director



 /s/ Robert C. Humphrey                                        January 25, 1996
Robert C. Humphrey, Director



 /s/ Jay D. Proops                                             January 25, 1996
Jay D. Proops, Director



 /s/ Clarence O. Redman                                        January 25, 1996
Clarence O. Redman, Director;
Secretary



 /s/ Dale E. Stahl                                             January 25, 1996
Dale E. Stahl, Director



 /s/ Paul C. Weaver                                            January 25, 1996
Paul C. Weaver, Director


<PAGE>


<TABLE>
                                INDEX TO EXHIBITS
<CAPTION>
Exhibit
No.               Description

<S>               <C>   
                                                                 
4.1               Article Fourth of the Company's Restated Certificate
                  of Incorporation (1)

4.2               AMCOL International Corporation 1993 Stock Plan (2)

5                 Opinion of Keck, Mahin & Cate (filed herewith)

23.1              Consent of Independent Auditors (filed herewith)

23.2              Consent of Keck, Mahin & Cate (included in Exhibit 5)

24                Power of Attorney of certain officers and directors of the
                  Company (included on the signature page)


--------------------
<FN>

(1)    Exhibit is incorporated by reference to the Company's Form S-3 filed with
       the Securities and Exchange Commission on September 15, 1993.

(2)    Exhibit is  incorporated  by  reference to the  Company's  Annual Report
       on Form 10-K for the year ended December 31, 1993.
</FN>
</TABLE>
<PAGE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16653}]
{"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": "333-00581", "film-number": "96509439"}, "business-address": {"street1": "1500 W SHURE DR SUITE 500", "street2": "1500 W SHURE DR", "city": "ARLINGTON HEIGHTS", "state": "IL", "zip": "60004-7803", "phone": "7083924600"}, "mail-address": {"street1": "ONE N ARLINGTON", "street2": "1500 W SHURE DR SUITE 500", "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 January 31, 1996
                                                       Registration No. 33-___

                       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 issuer as specified in its charter)

         DELAWARE                                      36-0724340
  (State of incorporation)                 (I.R.S. Employer Identification No.)

                               ONE NORTH ARLINGTON
                              1500 WEST SHURE DRIVE
                     ARLINGTON HEIGHTS, ILLINOIS 60004-1434
                    (Address of principal executive offices)

                 AMCOL INTERNATIONAL CORPORATION 1993 STOCK PLAN
                            (Full title of the plan)

Paul G. Shelton                                   Copy to:
Chief Financial Officer                           James W. Ashley, Jr., Esq.
AMCOL International Corporation                   Janet O. Love, Esq.
One North Arlington                               Keck, Mahin & Cate
1500 West Shure Drive                             77 West Wacker, 49th Floor
Arlington Heights, Illinois 60004-1434            Chicago, Illinois 60601-1693
(Name and address of agent for service)           (312) 634-7700

          (847) 394-8730
(Telephone number of agent for service)

                         CALCULATION OF REGISTRATION FEE
Title of        Amount             Proposed Maximum       Proposed Maximum
Securities to   to be              Offering Price         Aggregate Offering       Amount of
be Registered   Registered(1)(2)   Per Share              Price                    Registration Fee
Common Stock    840,000            $14.63(3)              $12,842,634(3)           $4,428.49(3)
(1)   Represents  the maximum  number of shares of Common  Stock of the Company
      that may be issued hereunder.

(2)   Together with an  indeterminant  number of additional  shares 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 of the Company.

(3)  Estimated  pursuant  to Rule  457(c)  and (h)  solely  for the  purpose  of
     calculating  the  registration  fee as to the shares which may be purchased
     upon exercise of options  outstanding or which may become outstanding under
     the Plan and based on the price at which options  heretofore granted may be
     exercised  for 335,645  shares of Common Stock and the average high and low
     price of Common Stock as reported on the National Association of Securities
     Dealers,  Inc.  Automatic  Quotation  National Market System on January 30,
     1996 for the remaining 504,355 shares of Common Stock being registered.
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 been filed with the  Securities
and Exchange Commission:

          1.   The  Registrant's  Annual Report on Form 10-K for the fiscal year
               ended December 31, 1994;

          2.   The Registrant's  Quarterly Reports on Form 10-Q for the quarters
               ended March 31, 1995, June 30, 1995 and September 30, 1995; and

          3.   The description of the shares of the  Registrant's  Common Stock,
               $0.01  par  value  per  share,   contained  in  the  Registrant's
               Registration  Statement on Form 10, filed with the  Commission on
               July 27, 1987  registering  such shares pursuant to Section 12 of
               the  Securities  Exchange Act of 1934  including any amendment or
               report updating such description.

         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 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 furnished appendix to this Registration Statement.

Item 4.           Description of Securities.

         Not Applicable.

Item 5.           Interests of Named Experts and Counsel.

                  Clarence O. Redman, a director of the Company,  is a member of
Keck,  Mahin & Cate,  the law firm  that  serves  as  Corporate  Counsel  to the
Company.  As of January 15, 1996, Mr. Redman beneficially owned 69,257 shares of
Common Stock, which amount includes 33,600 shares subject to options exercisable
within 60 days.

Item 6.           Indemnification of Directors and Officers.

         The  Registrant's  Restated  Certificate of  Incorporation  and By-Laws
provide that the Registrant shall, subject to certain limitations, indemnify its
directors and officers against expenses (including  attorneys' fees,  judgments,
fines and  certain  settlements)  actually  and  reasonably  incurred by them in
connection with any suit or proceeding to which they are a party so long as they
acted in good faith and in a manner reasonably  believed to be in or not opposed
to the best interests of the corporation, and, with respect to a criminal action
or proceeding,  so long as they had no reasonable cause to believe their conduct
to have been unlawful.
Section 102 of the Delaware General  Corporation Law permits a Delaware
corporation  to  include  in  its  certificate  of   incorporation  a  provision
eliminating  or  limiting  a  director's  liability  to  a  corporation  or  its
stockholders  for monetary  damages for breaches of fiduciary duty. The enabling
statute provides,  however,  that liability for breaches of the duty of loyalty,
acts or omissions  not in good faith or  involving  intentional  misconduct,  or
knowing  violation of the law, and the unlawful  purchase or redemption of stock
or payment of unlawful  dividends or the receipt of improper  personal  benefits
cannot be  eliminated  or  limited in this  manner.  The  Registrant's  Restated
Certificate  of  Incorporation  includes a provision  which  eliminates,  to the
fullest extent permitted,  director  liability for monetary damages for breaches
of fiduciary duty.

Item 7.           Exemption from Registration Claimed.

         Not applicable.

Item 8.           Exhibits.

         See the Index to Exhibits immediately following the signature page.

Item 9.           Undertakings.

         The undersigned Registrant hereby undertakes:

         A. (1) To file,  during any  period in which  offers or sales are being
made, a post-effective  amendment to this Registration  Statement (i) to include
any prospectus  required by Section 10(a)(3) of the Securities Act of 1933; (ii)
to reflect in the  prospectus  any facts or events  arising  after the effective
date of the Registration Statement (or the most recent post-effective  amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement; and (iii) to include
any material information with respect to the plan of distribution not previously
disclosed  in  the  Registration  Statement  or  any  material  change  to  such
information in the Registration  Statement;  provided,  however, that paragraphs
(1)(i) and (1)(ii) do not apply if the information  required to be included in a
post-effective  amendment by those  paragraphs is contained in periodic  reports
filed  by  the  registrant  pursuant  to  Section  13 or  Section  15(d)  of the
Securities  Exchange  Act of 1934  that are  incorporated  by  reference  in the
Registration Statement.

                  (2) That, for the purpose of determining  any liability  under
the Securities Act of 1933, each such  post-effective  amendment shall be deemed
to be a new registration  statement  relating to the securities offered therein,
and the  offering  of such  securities  at that  time  shall be deemed to be the
initial bona fide offering thereof.

                  (3) To remove from  registration by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

         B. That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the  Registrant's  annual report pursuant to Section
13(a) or  Section  15(d) of the  Securities  Exchange  Act of 1934  (and,  where
applicable,  each filing of an employment  benefit plan's annual report pursuant
to Section 15(a) of the Securities Exchange Act of 1934) that is incorporated by
reference in the Registration Statement shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.
C.  Insofar  as  indemnification  for  liabilities  arising  under  the
Securities Act of 1933 may be permitted to directors,  officers, and controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant of expenses incurred or paid by a director,  officer,  or controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding) is asserted by such  director,  officer,  or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                     EXPERTS

         The  financial  statements  and related  financial  schedules  of AMCOL
International  Corporation as of December 31, 1993 and 1994, and for each of the
years in the three year  period  ended  December  31, 1994 are  incorporated  by
reference  herein  from the  Company's  Annual  Report on Form 10-K for the year
ended  December  31,  1994 in reliance  upon the  reports of KPMG Peat  Marwick,
independent certified public accountants,  given upon the authority of said firm
as experts in accounting and auditing.
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
January 25, 1996.

                                   AMCOL INTERNATIONAL CORPORATION

                                   By: /s/ John Hughes
                                   Name: John Hughes
                                   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 Paul G. Shelton and Clarence O.
Redman or any of them each with power to act without the other,  as his true and
lawful   attorney-in-fact  and  agent,  with  full  power  of  substitution  and
resubstitution,  for  him  and in his  name,  place  and  stead,  in any and all
capacities, to sign any or all subsequent pre- and post-effective 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 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/ John Hughes                                               January 25, 1996
John Hughes, President; Chief
Executive Officer and Director

 /s/ Paul G. Shelton                                           January 25, 1996
Paul G. Shelton, Senior Vice President-
Chief Financial Officer and Principal
Accounting Officer; Treasurer and
Director
January 25, 1996
 /s/ C. Eugene Ray
C. Eugene Ray, Director; Chairman
of the Board

 /s/ Arthur Brown                                              January 25, 1996
Arthur Brown, Director

 /s/ Robert E. Driscoll, III                                   January 25, 1996
Robert E. Driscoll, III, Director

 /s/ Raymond A. Foos                                           January 25, 1996
Raymond A. Foos, Director

 /s/ Robert C. Humphrey                                        January 25, 1996
Robert C. Humphrey, Director

 /s/ Jay D. Proops                                             January 25, 1996
Jay D. Proops, Director

 /s/ Clarence O. Redman                                        January 25, 1996
Clarence O. Redman, Director;
Secretary

 /s/ Dale E. Stahl                                             January 25, 1996
Dale E. Stahl, Director

 /s/ Paul C. Weaver                                            January 25, 1996
Paul C. Weaver, Director
INDEX TO EXHIBITS
Exhibit
No.               Description
4.1               Article Fourth of the Company's Restated Certificate
                  of Incorporation (1)

4.2               AMCOL International Corporation 1993 Stock Plan (2)

5                 Opinion of Keck, Mahin & Cate (filed herewith)

23.1              Consent of Independent Auditors (filed herewith)

23.2              Consent of Keck, Mahin & Cate (included in Exhibit 5)

24                Power of Attorney of certain officers and directors of the
                  Company (included on the signature page)

--------------------
(1)    Exhibit is incorporated by reference to the Company's Form S-3 filed with
       the Securities and Exchange Commission on September 15, 1993.

(2)    Exhibit is  incorporated  by  reference to the  Company's  Annual Report
       on Form 10-K for the year ended December 31, 1993.