As filed with the Securities and Exchange Commission on June 4, 1998
                                                     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)

                                 Paul G. Shelton
                             Chief Financial 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:
                            Clarence O. Redman, Esq.
                              Lord, Bissell & Brook
                            115 South LaSalle Street
                             Chicago, Illinois 60603
                                 (312) 443-0700

<TABLE>
                                          CALCULATION OF REGISTRATION FEE

<CAPTION>
Title of securities    Amount to be        Proposed maximum          Proposed maximum            Amount of
to be registered       registered (1)(2)   offering price per share  aggregate offering price    registration fee

<S>                        <C>                    <C>                      <C>                       <C>      
Common Stock               1,900,000              $13.44(3)                $25,543,700(3)            $7,535(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) of the  Securities  Act solely for the purpose of  calculating
         the  registration  fee and based on an  exercise  price of $14.06  with  respect to 20,000  shares and the
         average of the high and low prices of the Common Stock as reported by the Nasdaq  National  Market on June
         1, 1998 with respect to the remaining 1,880,000 shares.
</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 (the "Commission"):

1.   The  Registrant's  Annual  Report on Form 10-K for the  fiscal  year  ended
     December 31, 1997;

2.   The Registrant's  Quarterly Report on Form 10-Q for the quarter ended March
     31, 1998; and

3.   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
     Securities and Exchange Commission on July 27, 1987.

     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 and Secretary of the Company,  is of counsel
to Lord,  Bissell & Brook, the law firm that serves as corporate  counsel to the
Company.  As of June 4, 1998,  Mr.  Redman  beneficially  owned 68,138 shares of
Common Stock.
<PAGE>
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 Registrant,  and, with respect to a criminal action
or proceeding,  so long as they had no reasonable cause to believe their conduct
was 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.
<PAGE>
     (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 employee  benefit  plan's  annual  report  pursuant to Section
15(d) 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,  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 Securities Act of 1933 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  Securities  Act of 1933 and  will be  governed  by the  final
adjudication of such issue.
<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 June
4, 1998.

                                      AMCOL INTERNATIONAL CORPORATION

                                      By:  /s/  John Hughes
                                      Name:  John Hughes
                                      Its:  President; 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
either of them 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 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                                             June 4, 1998
John Hughes
President, Chief Executive Officer and Director


   /s/   Lawrence E. Washow                                      June 4, 1998
Lawrence E. Washow
Executive Vice President, Chief Operating Officer
and Director
<PAGE>
   /s/   Paul G. Shelton                                         June 4, 1998
Paul G. Shelton
Senior Vice President, Chief Financial Officer;
Treasurer and Director


   /s/   C. Eugene Ray                                           June 4, 1998
C. Eugene Ray
Chairman of the Board and Director


   /s/   Jay D. Proops                                           June 4, 1998
Jay D. Proops
Director


   /s/   James A. McClung                                        June 4, 1998
James A. McClung
Director


   /s/   Robert E. Driscoll, III                                 June 4, 1998
Robert E. Driscoll, III
Director


   /s/   Raymond A. Foos                                         June 4, 1998
Raymond A. Foos
Director


   /s/   Clarence O. Redman                                      June 4, 1998
Clarence O. Redman
Director


   /s/   Arthur Brown                                            June 4, 1998
Arthur Brown
Director


   /s/   Dale E. Stahl                                           June 4, 1998
Dale E. Stahl
Director


   /s/   Audrey L. Weaver                                        June 4, 1998
Audrey L. Weaver
Director


   /s/   Paul C. Weaver                                          June 4, 1998
Paul C. Weaver
Director
<PAGE>
<TABLE>
                                INDEX TO EXHIBITS
<CAPTION>
Exhibit
No.                        Description

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

4.2                        AMCOL  International  Corporation  1998  Long-Term  Incentive
                           Plan (filed herewith)

5                          Opinion of Lord, Bissell & Brook (filed herewith)

23.1                       Consent of KPMG Peat Marwick LLP (filed herewith)

23.2                       Consent  of Lord,  Bissell  & Brook  (included  in  Exhibit 5
                           above)

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  Registrant's  Form S-3 filed with the  Securities and Exchange
     Commission on September 15, 1993.
</FN>
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 15640}]
{"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": "333-56017", "film-number": "98642368"}, "business-address": {"street1": "1500 W SHURE DR SUITE 500", "street2": "ONE NORTH ARLINGTON", "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 June 4, 1998
                                                     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)

                                 Paul G. Shelton
                             Chief Financial 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:
                            Clarence O. Redman, 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)(2)   offering price per share  aggregate offering price    registration fee
Common Stock               1,900,000              $13.44(3)                $25,543,700(3)            $7,535(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) of the  Securities  Act solely for the purpose of  calculating
         the  registration  fee and based on an  exercise  price of $14.06  with  respect to 20,000  shares and the
         average of the high and low prices of the Common Stock as reported by the Nasdaq  National  Market on June
         1, 1998 with respect to the remaining 1,880,000 shares.
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 (the "Commission"):

1.   The  Registrant's  Annual  Report on Form 10-K for the  fiscal  year  ended
     December 31, 1997;

2.   The Registrant's  Quarterly Report on Form 10-Q for the quarter ended March
     31, 1998; and

3.   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
     Securities and Exchange Commission on July 27, 1987.

     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 and Secretary of the Company,  is of counsel
to Lord,  Bissell & Brook, the law firm that serves as corporate  counsel to the
Company.  As of June 4, 1998,  Mr.  Redman  beneficially  owned 68,138 shares of
Common Stock.
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 Registrant,  and, with respect to a criminal action
or proceeding,  so long as they had no reasonable cause to believe their conduct
was 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 employee  benefit  plan's  annual  report  pursuant to Section
15(d) 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,  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 Securities Act of 1933 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  Securities  Act of 1933 and  will be  governed  by the  final
adjudication of such issue.
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 June
4, 1998.

                                      AMCOL INTERNATIONAL CORPORATION

                                      By:  /s/  John Hughes
                                      Name:  John Hughes
                                      Its:  President; 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
either of them 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 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                                             June 4, 1998
John Hughes
President, Chief Executive Officer and Director

   /s/   Lawrence E. Washow                                      June 4, 1998
Lawrence E. Washow
Executive Vice President, Chief Operating Officer
and Director
/s/   Paul G. Shelton                                         June 4, 1998
Paul G. Shelton
Senior Vice President, Chief Financial Officer;
Treasurer and Director

   /s/   C. Eugene Ray                                           June 4, 1998
C. Eugene Ray
Chairman of the Board and Director

   /s/   Jay D. Proops                                           June 4, 1998
Jay D. Proops
Director

   /s/   James A. McClung                                        June 4, 1998
James A. McClung
Director

   /s/   Robert E. Driscoll, III                                 June 4, 1998
Robert E. Driscoll, III
Director

   /s/   Raymond A. Foos                                         June 4, 1998
Raymond A. Foos
Director

   /s/   Clarence O. Redman                                      June 4, 1998
Clarence O. Redman
Director

   /s/   Arthur Brown                                            June 4, 1998
Arthur Brown
Director

   /s/   Dale E. Stahl                                           June 4, 1998
Dale E. Stahl
Director

   /s/   Audrey L. Weaver                                        June 4, 1998
Audrey L. Weaver
Director

   /s/   Paul C. Weaver                                          June 4, 1998
Paul C. Weaver
Director
INDEX TO EXHIBITS
Exhibit
No.                        Description
4.1                        Article  Four  of  the  Company's  Restated   Certificate  of
                           Incorporation (1)

4.2                        AMCOL  International  Corporation  1998  Long-Term  Incentive
                           Plan (filed herewith)

5                          Opinion of Lord, Bissell & Brook (filed herewith)

23.1                       Consent of KPMG Peat Marwick LLP (filed herewith)

23.2                       Consent  of Lord,  Bissell  & Brook  (included  in  Exhibit 5
                           above)

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  Registrant's  Form S-3 filed with the  Securities and Exchange
     Commission on September 15, 1993.