Amended Provisions of AMCOL International Corporation's

                      Restated Certificate of Incorporation



FIRST.  The name of the corporation is AMCOL International Corporation.


FOURTEENTH.

     Section 1. The number of directors  which shall  constitute the whole Board
of Directors  shall be determined  from time to time by resolution  adopted by a
majority  of the  entire  Board of  Directors.  No  decrease  in the  number  of
directors shall shorten the term of any incumbent director.

     Section 2. The Board of Directors shall be classified,  with respect to the
time for which they  severally  hold office,  into three (3) classes,  as nearly
equal in number as possible.  At the annual meeting of stockholders in 1995, the
three  classes of  directors  shall be elected to serve terms  expiring in 1996,
1997  and  1998,  respectively,  and at  each  annual  meeting  of  stockholders
thereafter,  the successors of the class of directors  whose term is expiring at
such meeting  shall be elected to hold office for a term  expiring at the annual
meeting  of the  stockholders  to be  held in the  third  year  following  their
election,  with each such  director in each case to hold office until his or her
successor is elected and qualified.

     Section 3.  Vacancies and newly created  directorships  resulting  from any
increase in the  authorized  number of directors  may be filled by a majority of
the directors then in office,  although less than a quorum, and the directors so
chosen shall hold office for a term  expiring at the next  election of the class
for which such  director was appointed and until his or her successor is elected
and qualified.

     Section 4. Any director  may be removed  from office at any time,  but only
for cause and only upon the affirmative  vote of the holders of at least 66-2/3%
of the voting power of the then  outstanding  shares of the capital stock of the
corporation.

     Section  5.   Notwithstanding   any  provision  in  this   Certificate   of
Incorporation  to the contrary,  the affirmative vote of the holders of at least
66-2/3% of the voting power of the then outstanding  shares of the capital stock
of the  corporation  shall be  required  to repeal,  amend,  modify or adopt any
provision inconsistent with the provisions of this Article Fourteenth.