AMCOL INTERNATIONAL CORPORATION
ONE NORTH ARLINGTON
1500 WEST SHURE DRIVE, SUITE 500
ARLINGTON HEIGHTS, ILLINOIS 60004-7803

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON MAY 12, 2005

To Our Shareholders:

The annual meeting of shareholders of AMCOL International Corporation,
or AMCOL, will take place on Thursday, May 12, 2005, at 11:00 AM, Central
Daylight Savings Time, at the Hilton Hotel Northbrook, 2855 North Milwaukee
Avenue, Northbrook, Illinois, for the following purposes:

1. To elect four (4) directors for a three-year term or until their
successors are elected and qualified; and

2. To transact any other business which properly comes before the
annual meeting.

Only shareholders of record of AMCOL's common stock as of the close of
business on March 18, 2005 will be entitled to notice of and to vote at the
annual meeting and at any adjournments of the annual meeting.

The Board of Directors recommends that you vote "FOR" each of AMCOL's
nominees for director.

Whether or not you plan to attend the annual meeting, please complete,
sign, date and mail the proxy card in the enclosed self-addressed, postage-paid
envelope, or vote by telephone or the Internet in accordance with the
instructions provided. Please do not submit a proxy card if you have voted by
telephone or the Internet. If you attend the annual meeting, you may revoke your
proxy and, if you wish, vote your shares in person. Thank you for your interest
and cooperation.

By Order of the Board of Directors,

Clarence O. Redman
Secretary
Arlington Heights, Illinois
April 11, 2005

AMCOL INTERNATIONAL CORPORATION
ONE NORTH ARLINGTON
1500 WEST SHURE DRIVE, SUITE 500
ARLINGTON HEIGHTS, ILLINOIS 60004-7803

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON MAY 12, 2005

INTRODUCTION

We are furnishing this proxy statement to you in connection with the
solicitation of proxies by the Board of Directors of AMCOL International
Corporation, or AMCOL, for use at our annual meeting of shareholders to be held
on Thursday, May 12, 2005, at 11:00 AM, Central Daylight Savings Time, at the
Hilton Hotel Northbrook, 2855 North Milwaukee Avenue, Northbrook, Illinois, and
at any adjournment of the annual meeting. This proxy statement and the
accompanying proxy card are first being mailed or delivered to shareholders of
AMCOL on or about April 11, 2005.

At the annual meeting, you will be asked to consider and vote upon the
following matters:

1. The election of four (4) directors for a three-year term or
until their successors are elected and qualified; and

2. Any other business which properly comes before the annual
meeting.

The Board of Directors recommends that you vote "FOR" each of AMCOL's
nominees for director.

The date of this proxy statement is April 11, 2005.

THE ANNUAL MEETING
General

This proxy statement is being furnished in connection with the
solicitation of proxies by the Board of Directors of AMCOL for use at the annual
meeting to be held on Thursday, May 12, 2005, at 11:00 AM, Central Daylight
Savings Time, at the Hilton Hotel Northbrook, 2855 North Milwaukee Avenue,
Northbrook, Illinois, and at any adjournment of the annual meeting.

Record Date

The Board of Directors has fixed the close of business on March 18,
2005, as the record date for the determination of shareholders entitled to
notice of, and to vote at, the annual meeting or any adjournment. Accordingly,
only holders of record of AMCOL's common stock at the close of business on the
record date will be entitled to vote at the annual meeting, either by proxy or
in person. As of the record date, there were 29,540,770 shares of AMCOL's common
stock issued and outstanding.

Purpose of the Annual Meeting; Recommendation of the Board of Directors

At the annual meeting, AMCOL's shareholders will be asked to consider
and vote upon the following matters:

. the election of four directors; and
. any other business which properly comes before the annual meeting.

The Board of Directors recommends that you vote "FOR" each of AMCOL's
nominees for director.

Proxies; Vote Required

Under Delaware law, the election of the four directors must be approved
by the holders of a majority of the shares of AMCOL's common stock represented
by proxy or in person at the annual meeting.

All properly delivered proxies received by AMCOL prior to the annual
meeting and not revoked will be voted in accordance with the instructions
provided. Unless contrary instructions are marked, proxies will be voted "FOR"
each of AMCOL's nominees for director. The Board of Directors knows of no other
business that will be presented for consideration at the annual meeting. If any
other matter is properly presented, it is the intention of the persons named in
the enclosed proxy to vote in accordance with their best judgment.

Any shareholder may revoke his or her proxy at any time prior to or at
the annual meeting by doing any of the following:

. giving written notice to the Secretary of AMCOL at One North
Arlington, 1500 West Shure Drive, Suite 500, Arlington Heights,
Illinois, 60004-7803;
. submitting a duly executed proxy bearing a later date;
. voting by telephone or the Internet on a later date; or
. attending the annual meeting and voting in person.

Attendance at the annual meeting will not, in itself, constitute
revocation of a proxy.

In deciding all questions, a holder of AMCOL's common stock is entitled
to one vote, in person or by proxy, for each share held in such holder's name on
the record date. The presence, in person or by proxy, of the holders of a
majority of the outstanding shares of AMCOL's common stock is necessary to
constitute a quorum at the annual meeting. Abstentions and broker non-votes are
counted for purposes of determining the presence or

absence of a quorum for the transaction of business but are not counted for
purposes of determining whether a proposal has been approved. Thus, abstentions
and broker non-votes will have the same effect as a vote against AMCOL's
nominees for director.

Proxy Solicitation and Expenses

The accompanying proxy is being solicited on behalf of the Board of
Directors of AMCOL. All expenses of this solicitation, including the cost of
preparing and mailing this proxy statement, will be paid by AMCOL. Solicitation
of holders of AMCOL's common stock by mail, telephone, facsimile, e-mail or by
personal solicitation may be done by directors, officers and regular employees
of AMCOL, for which they will receive no additional compensation. Brokerage
houses and other nominees, fiduciaries and custodians nominally holding shares
of AMCOL's common stock as of the record date will be requested to forward proxy
soliciting material to the beneficial owners of such shares, and will be
reimbursed by AMCOL for their reasonable out-of-pocket expenses.

ELECTION OF DIRECTORS

AMCOL's Board of Directors consists of 10 directors. AMCOL's Certificate
of Incorporation divides the Board of Directors into three classes, with the
members of one class elected each year for a three-year term. The terms of the
Class I directors will expire at the annual meeting. The following tables set
forth certain information regarding the director nominees and the continuing
members of the Board:

Information Concerning Nominees

Class I
(Term to expire in 2008)

NAME AGE DIRECTOR SINCE PRINCIPAL OCCUPATION FOR LAST FIVE YEARS
- ------------------------------- ------- ---------------- -------------------------------------------------------------------

John Hughes 62 1984 Chairman of the Board; Chief Executive Officer of AMCOL from 1985
until May 2000.

Clarence O. Redman 62 1989 Secretary of AMCOL since 1982. Also, of counsel to Lord, Bissell &
Brook LLP since October 1997, the law firm that serves as corporate
counsel to AMCOL.

Lawrence E. Washow 51 1998 President and Chief Executive Officer of AMCOL since May 2000 and
Chief Operating Officer of AMCOL since August 1997.

Audrey L. Weaver* 50 1997 Private investor.

* Paul C. Weaver and Audrey L. Weaver are first cousins.

Each nominee must receive the favorable vote of the holders of a
majority of the shares of AMCOL's common stock represented at the annual meeting
in person or by proxy, assuming a quorum is present.

The Board of Directors recommends that AMCOL's shareholders vote "FOR"
each of the nominees named above.

Information Concerning Continuing Members of the Board

CLASS II
(Term expiring in 2006)

NAME AGE DIRECTOR SINCE PRINCIPAL OCCUPATION FOR LAST FIVE YEARS
- ------------------------------- ------- ---------------- -------------------------------------------------------------------

Robert E. Driscoll, III 66 1985 Retired Dean and Professor of Law, University of South Dakota.

Daniel P. Casey 62 2002 Retired Chief Financial Officer and Vice Chairman of the Board of
Gaylord Container Corporation, a manufacturer and distributor of
brown paper and packaging products. Also a director of Caraustar
Industries, Inc., a recycled packaging company.

Dale E. Stahl 57 1995 Retired from Inland Paperboard and Packaging, Inc., a manufacturer
of containerboard and corrugated boxes, where Mr. Stahl served as
President, Chief Executive Officer and Chief Operating Officer from
June 2000 until September 2003. Prior thereto, President and Chief
Operating Officer of Gaylord Container Corporation, a manufacturer
and distributor of brown paper and packaging products.

CLASS III
(Term expiring in 2007)

NAME AGE DIRECTOR SINCE PRINCIPAL OCCUPATION FOR LAST FIVE YEARS
- ------------------------------- ------- ---------------- --------------------------------------------------------------------

Arthur Brown 64 1990 Chairman and retired Chief Executive Officer (since May 2003) of
Hecla Mining Company, a producer of precious metals.

Jay D. Proops 63 1995 Private investor since 1995; prior thereto, Vice Chairman and
co-founder of The Vigoro Corporation, a manufacturer and distributor
of fertilizers and related products. Also a director of Great Lakes
Chemical Corporation, a producer of specialty chemicals.

Paul C. Weaver* 42 1995 Vice President of Information Resources, Inc. since 2002; prior
thereto Managing Partner of Consumer Aptitudes, Inc. since July 1997
(both companies engage in marketing research).

* Paul C. Weaver and Audrey L. Weaver are first cousins.

SECURITY OWNERSHIP

Security Ownership of Five Percent Beneficial Owners

The following table sets forth all persons known to be the beneficial
owner of more than five percent of AMCOL's common stock as of February 25, 2005.

NUMBER OF SHARES AND
NATURE OF BENEFICIAL PERCENT
NAME AND ADDRESS OF BENEFICIAL OWNER OWNERSHIP (1) OF CLASS
- ----------------------------------------------------------------------- -------------------- --------

Harris Financial Corp.
111 West Monroe Street 3,151,751 10.7%
Chicago, Illinois 60690 (2)(3)

Barclays Global Investors, NA
45 Fremont Street 1,629,649 5.6%
San Francisco, California 94105 (4)

Annamarie Weaver
c/o AMCOL International Corporation 3,478,288 11.9%
1500 West Shure Drive, Suite 500 (3)(5)
Arlington Heights, Illinois 60004-7803

Leslie Weaver
c/o AMCOL International Corporation 3,948,610 13.5%
1500 West Shure Drive, Suite 500 (3)(6)
Arlington Heights, Illinois 60004-7803

(1) Nature of beneficial ownership is direct unless otherwise indicated by
footnote. Beneficial ownership as shown in the table arises from sole
voting and investment power unless otherwise indicated by footnote.
(2) Based on an amendment to Schedule 13G filed with the Securities and
Exchange Commission on January 14, 2005.
(3) Includes 3,151,751 shares held in the Paul Bechtner Trust as to which
Harris Financial Corp. and Ms. Annamarie Weaver and Ms. Leslie Weaver are
co-trustees and share voting and investment power.
(4) Based solely on a Schedule 13G filed with the Securities and Exchange
Commission on February 14, 2005. Includes 1,025,930 shares held by Barclays
Global Investors, NA, which has sole voting and dispositive power with
respect to 935,689 of those shares; and 603,719 shares held by Barclays
Global Fund Advisors, an investment adviser.
(5) Includes 31,929 shares held by Ms. A. Weaver's husband.
(6) Includes 35,597 shares held by Ms. L. Weaver's husband and 117,920 shares
held by Ms. L. Weaver's children.

Security Ownership of Directors and Executive Officers

The following table sets forth, as of February 25, 2005, shares of AMCOL
common stock beneficially owned by: (i) each director and nominee, (ii) the
Chief Executive Officer, (iii) the named officers, and (iv) such persons as a
group, representing all of AMCOL's directors and executive officers.

NUMBER OF SHARES AND
NATURE OF BENEFICIAL PERCENT OF
BENEFICIAL OWNER OWNERSHIP (1) CLASS
----------------------------------- -------------------- ----------
Arthur Brown 47,461 *
Daniel P. Casey 17,000 *
Robert E. Driscoll, III 295,673 1.0%
John Hughes 703,739 2.3%
Jay D. Proops 112,217 *
Clarence O. Redman 70,762 *
Dale E. Stahl 39,295 *
Lawrence E. Washow 731,938 2.4%
Audrey L. Weaver 810,195 2.7%
Paul C. Weaver 412,063 1.4%
Gary L. Castagna 179,942 *
Ryan McKendrick 58,746 *
Gary Morrison 269,443 *
Peter L. Maul 119,965 *
All of the above as a group 3,668,439 12.2%

* Percentage represents less than 1% of the total shares of common stock
outstanding as of February 25, 2005.
(1) Nature of beneficial ownership is set forth on the next page.

NATURE OF BENEFICIAL OWNERSHIP AS OF FEBRUARY 25, 2005
- ----------------------------------------------------------------------------------------------------------------------------------
IN IN AS TRUSTEE SUBJECT TO
DIRECTLY OR AMCOL'S LIMITED AS BY OF AMCOL'S OPTIONS
AS JOINT SAVINGS PARTNERSHIP TRUSTEE OR FAMILY PENSION EXERCISABLE
BENEFICIAL OWNER TENANTS (1) PLAN (2) (3) CO-TRUSTEE MEMBERS PLAN (4) IN 60 DAYS
- ------------------------- ------------ ------------ ------------ ------------ ------------ ------------ ------------

Arthur Brown 17,505 29,956
Daniel P. Casey 12,000 5,000
Robert E. Driscoll, III 7,000 265,895 4,300 18,478
John Hughes 54,211 476,913 55,838 100,000 16,777
Jay D. Proops 12,000 10,000 90,217
Clarence O. Redman 15,670 25,136 29,956
Dale E. Stahl 30,000 9,295
Lawrence E. Washow 467,126 18,793 100,000 146,019
Audrey L. Weaver 718,859 56,800 31,336 3,200
Paul C. Weaver 312,029 30,638 30,831 38,565
Gary L. Castagna 35,100 4,842 100,000 40,000
Ryan F. McKendrick 27,298 16,714 14,734
Gary D. Morrison 26,592 79,677 163,174
Peter L. Maul 18,000 4,258 53,571 44,136
All Directors and
Executive Officers 1,699,179 149,420 330,106 622,222 118,005 100,000 649,507

(1) Includes shares held in joint tenancy with spouses for which voting rights
may be shared.
(2) Shares are held in AMCOL's Savings Plan, with the exception of Mr. Redman's
shares, which are held in the Clarence O. Redman PC Savings Plan, and 5,000
shares held in an Individual Retirement Account.
(3) The named director is a general partner.
(4) Messrs. Hughes, Washow and Castagna share voting rights.

NAMED OFFICERS' COMPENSATION

Summary Compensation Table

The Summary Compensation Table below includes, for each of the fiscal
years ended December 31, 2004, 2003 and 2002, individual compensation for
services to AMCOL and its subsidiaries of those persons who were at December 31,
2004: (i) the Chief Executive Officer; and (ii) the four other most highly
compensated executive officers of AMCOL, or collectively, the named officers.

LONG-TERM
ANNUAL COMPENSATION (1)(2) COMPENSATION AWARDS
-------------------------------- --------------------------
RESTRICTED
STOCK SECURITIES ALL OTHER
AWARDS UNDERLYING COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS($) ($)(3) OPTIONS ($)(4)
- ---------------------------------------- ------ ---------- ---------- ---------- ---------- ------------

Lawrence E. Washow 2004 469,800 704,700 -- 30,000 39,040
President and Chief 2003 450,000 675,000 261,200(5) 30,000 27,940
Executive Officer 2002 432,000 108,000 -- 30,000 35,451

Gary L. Castagna 2004 255,000 255,000 -- 18,000 23,140
Senior Vice President, Chief 2003 246,000 246,000 163,250(6) 18,000 14,220
Financial Officer and Treasurer 2002 238,000 59,500 -- 18,000 14,939

Ryan F. McKendrick 2004 243,000 243,000 -- 17,000 8,200
Vice President; President of Colloid 2003 233,000 233,000 163,250(6) 17,000 8,000
Environmental Technologies Company 2002 218,000 91,432 -- 17,000 21,573
and Volclay International Corp.

Gary Morrison 2004 206,000 206,000 -- 12,000 8,200
Vice President; President of American 2003 200,000 200,000 117,540(7) 12,000 8,000
Colloid Company 2002 196,000 19,600 -- 12,000 8,000

Peter L. Maul 2004 190,000 100,000 -- 10,000 13,280
Vice President; President of Nanocor, 2003 183,000 100,000 117,540(7) 10,000 9,057
Inc 2002 176,000 44,000 -- 10,000 10,430

(1) Includes deferred compensation under AMCOL's Savings Plan and AMCOL's
Deferred Compensation Plan.
(2) The incremental cost of non-cash compensation and other personal benefits
during any year presented did not exceed the lesser of $50,000 or 10 percent
of the total of annual salary and bonus reported for any of the named
officers.
(3) The timing of the vesting of these shares of restricted stock depends on
whether AMCOL achieves certain target returns on capital in 2003, 2004 and
2005. With respect to each of 2003, 2004 and 2005, if the target is
achieved, two-thirds of the restricted stock award will vest on February 28,
2006, provided the executive is still employed by AMCOL. If any of these
targets are not achieved, the unvested shares will vest on May 22, 2009,
provided the officer is still employed by AMCOL. The named officers are
entitled to receive dividends on these shares of restricted stock.
(4) The figures in this column include AMCOL matching contributions under
AMCOL's Savings Plan and the 401(k) restoration plan whereby the matching
contributions for salary deferrals in excess of ERISA limits to AMCOL's
Savings Plan were credited to AMCOL's Deferred Compensation Plan.
(5) Represents the value of 40,000 shares of restricted stock on May 22, 2003,
the grant date. On December 31, 2004 Mr. Washow held 40,000 restricted
shares in the aggregate at a value of $803,600.
(6) Represents the value of 25,000 shares of restricted stock on May 22, 2003,
the grant date. On December 31, 2004 the named officer held 25,000
restricted shares in the aggregate at a value of $502,250.
(7) Represents the value of 18,000 shares of restricted stock on May 22, 2003,
the grant date. On December 31, 2004 the named officer held 18,000
restricted shares in the aggregate at a value of $361,620.

Option Grants in Last Fiscal Year

Shown below is information on grants of stock options during the fiscal
year ended December 31, 2004 to the named officers, which are reflected in the
Summary Compensation Table.

GRANT
DATE
INDIVIDUAL GRANTS IN 2004 VALUE
---------------------------------------------------------- -----------
NUMBER OF
SECURITIES % OF TOTAL
UNDERLYING OPTIONS GRANT
OPTIONS GRANTED TO EXERCISE DATE
GRANTED EMPLOYEES PRICE EXPIRATION PRESENT
NAME (1) (2) (3) DATE VALUE (4)
- -------------------- ------------ ------------ ------------ ------------ ------------

Lawrence E. Washow 30,000 10.18% $ 18.10 2/9/10 $ 236,538
Gary L. Castagna 18,000 6.11% $ 18.10 2/9/10 $ 141,923
Ryan F. McKendrick 17,000 5.77% $ 18.10 2/9/10 $ 134,038
Gary D. Morrison 12,000 4.07% $ 18.10 2/9/10 $ 94,615
Peter L. Maul 10,000 4.07% $ 18.10 2/9/10 $ 78,845

(1) These Non-Qualified Stock Options ("NSOs") were issued pursuant to AMCOL's
1998 Long-Term Incentive Plan (the "1998 Plan") and may not be exercised
until they vest. These NSOs vest 33% after one year, 66% after two years,
and 100% after three years, provided that on death or retirement under
specified conditions, these NSOs become fully vested. The exercise price
may not be less than the fair market value of the shares subject to the
option on the date of grant.
(2) Based on 294,650 options granted to all employees.
(3) Fair market value on the date of grant.
(4) The estimated grant date present value reflected in the above table is
determined using the Black-Scholes model. The material assumptions and
adjustments incorporated in the Black-Scholes model in estimating the value
of the options reflected in the above table include the following: an
exercise price on the option of $18.10; an option term of 5.11 years; an
interest rate of 3.027% representing the interest rates on U.S. Treasury
securities on the date of grant with maturity dates corresponding to the
vesting of the options; volatility of 53.26%; and dividends at the rate of
$0.28 per share representing the annualized dividends paid with respect to
a share of common stock at the date of grant. There have been no reductions
to reflect the probability of forfeiture due to termination prior to
vesting, or to reflect the probability of a shortened option term due to
termination of employment prior to the option expiration date. The ultimate
values of the options will depend on the future market price of AMCOL's
stock, which cannot be forecast with reasonable accuracy. The actual value,
if any, an optionee will realize upon exercise of an option will depend on
the excess of the market value of AMCOL's common stock over the exercise
price on the date the option is exercised.

Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option
Values

Shown below is information with respect to options exercised by the
named officers during 2004 and unexercised options held by the named officers at
December 31, 2004.

NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING IN-THE-MONEY
SHARES UNEXERCISED OPTIONS OPTIONS AT 12/31/04
ACQUIRED VALUE AT 12/31/04 ($)
ON REALIZED EXERCISABLE/ EXERCISABLE/
NAME EXERCISE ($) UNEXERCISABLE UNEXERCISABLE (1)
- ------------------------------- -------- ---------- -------------------- ---------------------

Lawrence E. Washow 60,037 $ 928,882 146,494 / 84,900 $2,487,768 / $849,879
Gary L. Castagna 5,000 $ 64,330 24,400 / 51,600 $354,236 / $520,864
Ryan F. McKendrick 90,000 $ 1,725571 29,872 / 46,533 $475,478 / $457,760
Gary D. Morrison 35,000 $ 498,331 153,400 / 35,200 $2,705,994 / $359,428
Peter L. Maul 53,571 $ 920,857 35,469 / 29,466 $579,784 / $301526

(1) Based on the closing sale price as quoted on the New York Stock Exchange on
that date.

Equity Compensation Plan Information

This table shows information about our common stock that may be issued
upon the exercise of options, warrants and rights as of December 31, 2004 under
all of our equity compensation plans.

NUMBER OF SECURITIES
REMAINING AVAILABLE FOR
NUMBER OF SECURITIES TO BE FUTURE ISSUANCE UNDER
ISSUED UPON EXERCISE OF WEIGHTED-AVERAGE EXERCISE EQUITY COMPENSATION PLANS
OUTSTANDING OPTIONS, PRICE OF OUTSTANDING (EXCLUDING SECURITIES
WARRANTS AND RIGHTS OPTIONS, WARRANTS AND RIGHTS REFLECTED IN COLUMN (A)
PLAN CATEGORY (A) (B) (C)
- --------------------------- -------------------------- ---------------------------- -------------------------

Equity Compensation Plans
Approved by Security 2,099,887 $ 5.73 1,176,308
Holders (1)

Equity Compensation Plans
Not Approved by Security - - -
Holders

Total 2,099,887 $ 5.73 1,176,308

(1) The equity compensation plans approved by AMCOL's shareholders are the 1987
Nonqualified Stock Option Plan, the 1993 Stock Plan and the 1998 Long-Term
Incentive Plan.

Pension Plans

ESTIMATED ANNUAL RETIREMENT BENEFITS BASED ON YEARS OF SERVICE
---------------------------------------------------------------------------
REMUNERATION 15 YEARS 20 YEARS 25 YEARS 30 YEARS 35 YEARS 40 YEARS
- -------------- ---------- ---------- ---------- ---------- ---------- ----------

$ 150,000 $ 33,750 $ 45,000 $ 56,250 $ 67,500 $ 78,750 $ 84,375
200,000 45,000 60,000 75,000 90,000 105,000 112,500
250,000 56,250 75,000 93,750 112,500 131,250 140,625
300,000 67,500 90,000 112,500 135,000 157,500 168,750
350,000 78,750 105,000 131,250 157,500 183,750 196,875
400,000 90,000 120,000 150,000 180,000 210,000 225,000
450,000 101,250 135,000 168,750 202,500 236,250 253,125
500,000 112,500 150,000 187,500 225,000 262,500 281,250
550,000 123,750 165,000 206,250 247,500 288,750 309,375

The above table shows the estimated annual retirement benefits payable
on a straight life annuity basis to participating employees, including officers,
in the earnings and years of service classifications indicated under AMCOL's
retirement plans, which cover substantially all of its domestic employees hired
on or before December 31, 2003 on a non-contributory basis. The estimated
benefits assume (i) that the plans will be continued and (ii) that the employee
will elect to receive his pension at normal retirement age. The table above and
the estimates do not reflect the reduction in an individual's final monthly
compensation due to social security monthly covered compensation. This reduction
is based upon the retirement year for a particular individual.

YEARS OF AVERAGE PENSION
NAME SERVICE COMPENSATION BENEFIT
- ------------------- -------- ------------ ----------
Lawrence E. Washow 26 $ 683,880 $ 252,202
Gary L. Castagna 4 $ 407,387 -
Ryan F. McKendrick 21 $ 347,475 $ 100,981
Gary D. Morrison 24 $ 321,720 $ 98,719
Peter L. Maul 21 $ 228,841 $ 68,146

The above table indicates the average earnings for the highest five
consecutive calendar years and the number of years of credited service under the
pension plans as of December 31, 2004 for each of the named officers. Covered
compensation includes a participant's base salary, commissions, bonuses and
salary reductions under AMCOL's Savings Plan and Deferred Compensation Plan. Mr.
Castagna left the employ of AMCOL in 2000 and received his full pension payout
in the form of a lump-sum payment during 2000 in connection with the sale of the
absorbent polymers business, of which he was President. Mr. Castagna was rehired
by AMCOL in 2001.

Sections 401(a)(17) and 415 of the Internal Revenue Code of 1986, as
amended, limit the annual benefits that may be paid from a tax-qualified
retirement plan. As permitted by the Employee Retirement Income Security Act of
1974, AMCOL has a supplemental plan that authorizes the payment out of general
funds of AMCOL any benefits calculated under provisions of AMCOL's pension plan
that may be above the limits under these sections. The accrued, unfunded
liability of the supplemental plan at September 30, 2004 was $2,722,578.

Employment Agreements

Each of Messrs. Castagna, Maul, McKendrick, Morrison and Washow are
parties to employment agreements with AMCOL. The initial employment term under
each agreement is three years (expiring in March 2005), with a rolling six-month
extension (unless either party gives notice of expiration six months prior to
the extension). Each agreement provides for an annual salary, a target annual
bonus and a non-competition / non-solicitation covenant effective during
employment and for one year thereafter.

Prior to a Change of Control, if AMCOL terminates an officer without
cause or the officer terminates his employment for Good Reason, the officer is
entitled to receive: (1) his accrued salary and bonus; (2) a pro-rata annualized
bonus; (3) his base salary for 18 months (in the case of Messrs. Castagna, Maul,
McKendrick and Morrison) and 24 months (in the case of Mr. Washow); (4) a lump
sum of any amount then payable to him pursuant to the tax gross-up payment; and
(5) continued employee benefits during a transition period.

After a Change of Control, if an officer is terminated without cause or
the officer terminates his employment for Good Reason, the officer is entitled
to receive: (1) his accrued salary and bonus; (2) a pro-rata annualized bonus;
(3) a lump sum equal to three times (in the case of Messrs. Castagna and Washow)
or two times (in the case of Messrs. Maul, McKendrick and Morrison) the sum of
his salary and annualized bonus; (4) continued employee benefits for three years
(in the case of Messrs. Castagna and Washow) or two years (in the case of
Messrs. Maul, McKendrick and Morrison) or cash in lieu thereof; and (5) a lump
sum of any amount then payable to him pursuant to the tax gross-up payment. If a
Change in Control occurs, all outstanding stock options, restricted stock and
other equity compensation awards granted to the officer become fully vested and
exercisable.

If the officer's employment terminates due to his death or disability
prior to a Change of Control or more than seven months after a Change of
Control, the officer or his beneficiaries are entitled to the officer's accrued
salary and bonus and the officer's pro-rata annualized bonus. If the officer's
employment terminates due to his death or disability within seven months after a
Change of Control, the officer or his beneficiaries are entitled to receive the
compensation and benefits described above with respect to termination without
cause after a Change of Control, except that the employee benefits are limited
to welfare benefits.

If, at any time, AMCOL terminates an officer for cause or the officer
terminates his employment without Good Reason, the officer is entitled to his
accrued salary and bonus, but shall not be entitled to any severance pay.

A Change of Control is defined as any one or more of the following: (1)
any person (other than certain AMCOL affiliates, an AMCOL subsidiary or an AMCOL
employee benefit plan) acquires 50.1% or more of AMCOL's common stock; (2) the
incumbent directors cease to constitute at least one-half of the AMCOL
directors; (3) all or substantially all of AMCOL's assets are sold (in the case
of Messrs. Maul, McKendrick and Morrison) or 50.1% of AMCOL's assets are sold
(in the case of Messrs. Castagna and Washow); (4) the shareholders approve a
plan of liquidation; and (5) all of the stock or assets of a subsidiary are sold
and the officer serves as president of the subsidiary.

Good Reason is defined as the occurrence of any one of the following
events: (1) any material breach of the employment agreement by AMCOL which has
not been cured as required; (2) AMCOL's failure to assign the employment
agreement to a successor or the successor's failure to expressly assume and
agree to be bound by the employment agreement; or (3) termination of employment
by the officer for any reason or for no reason during the 30-day period
commencing six months after a Change of Control.

CORPORATE GOVERNANCE MATTERS

Board Committee Membership and Meetings

NOMINATING
AND
NAME AUDIT COMPENSATION EXECUTIVE GOVERNANCE
- ------------------------------ ------- -------------- ----------- ------------

Arthur Brown X* X
Daniel P. Casey X X X
Robert E. Driscoll, III X X
John Hughes X
Jay D. Proops X X X*
Clarence O. Redman X
Dale E. Stahl X* X X
Lawrence E. Washow X
Audrey L. Weaver X
Paul C. Weaver X* X
Number of Meetings in 2004 6 4 4 1

* Chairperson.

During 2004, the Board of Directors held 4 meetings. Each director
attended at least 75% of the aggregate of the total number of meetings of the
Board of Directors and the total number of meetings held by all committees of
the Board on which such director served. Pursuant to our Corporate Governance
Guidelines, which may be found on our website at www.amcol.com, directors are
expected to resign from the Board effective as of the annual shareholders
meeting following the date on which they reach the age of 70.

Director Independence

AMCOL's Board of Directors has determined that the following directors
are independent as defined in the applicable standards of the New York Stock
Exchange: Messrs. Brown, Casey, Driscoll, Proops, Stahl and Weaver and Ms.
Weaver. These independent directors constitute a majority of the directors of
AMCOL. The Board has also determined that each member of the Audit Committee,
the Compensation Committee and the Nominating and Governance Committee is
independent as defined in the applicable standards of the New York Stock
Exchange. In making the independence determinations, our Board of Directors
reviewed all of our directors' relationships with AMCOL, including business,
familial and other types of relationships. In addition, the Board has determined
that each member of the Audit Committee is independent as defined in the
applicable rules and regulations of the Securities and Exchange Commission.

The Audit Committee

The Audit Committee is responsible for providing assistance to the Board
of Directors in fulfilling the Board's oversight responsibility by monitoring
the integrity of the financial statements of AMCOL, the independent registered
public accounting firm's qualifications and independence, AMCOL's compliance
with legal and regulatory requirements pertaining to the financial statements,
and the performance of AMCOL's internal audit function and independent
registered public accounting firm. The Committee is also responsible for
appointing the independent registered public accounting firm for each fiscal
year.

The Audit Committee is responsible for reviewing and pre-approving all
audit and non-audit services provided by the independent registered public
accounting firm and shall not engage the independent registered public
accounting firm to perform non-audit services proscribed by law or regulation.
The Committee may delegate pre-approval authority to a member of the Audit
Committee. The decisions of any Audit Committee member to whom pre-approval
authority is delegated must be presented to the full Audit Committee at its next
scheduled meeting. In fiscal 2004, 100% of non-audit services were approved by
the Audit Committee.

The Board of Directors has determined that each member of the Audit
Committee is an "audit committee financial expert" as defined in the
Sarbanes-Oxley Act of 2002 and the applicable rules and regulations of the
Securities and Exchange Commission. The Audit Committee operates pursuant to a
charter adopted by the Board, which may be found on our website at
www.amcol.com.

The Compensation Committee

The Compensation Committee assists the Board of Directors in fulfilling
its responsibilities in connection with the compensation of company directors,
officers and employees. Specifically, the Committee is responsible for annually
reviewing and approving corporate goals and objectives relevant to the
compensation of the Chief Executive Officer, evaluating the Chief Executive
Officer's performance in light of those goals and objectives, and as a committee
determining and approving the Chief Executive Officer's compensation level based
on this evaluation. In determining the long-term incentive component of the
Chief Executive Officer's compensation, the Committee considers, among other
things, AMCOL's performance and relative shareholder return, the value of
similar incentive awards to chief executive officers at comparable companies and
awards given to the Chief Executive Officer in past years. This review and
evaluation may involve consultations from time to time with the other
independent directors.

The Committee is also responsible for reviewing and making
recommendations to the Board with respect to the compensation of officers other
than the Chief Executive Officer, including the annual base salary level;
incentive compensation plans; equity-based plans and retirement plans;
employment agreements, severance arrangements and change in control
agreements/provisions, in each case, as, when and if appropriate; and any
special or supplemental benefits. In carrying out its responsibilities, the
Committee has sole authority to retain and terminate any compensation consultant
to be used to assist the Committee in fulfilling its responsibilities. The
Compensation Committee is also responsible for making recommendations to the
Board regarding director compensation and succession planning. The Compensation
Committee operates pursuant to a charter adopted by the Board, which may be
found on our website at www.amcol.com.

The Nominating and Governance Committee

The Nominating and Governance Committee is responsible for identifying,
seeking and recommending to the Board of Directors individuals qualified to
become directors consistent with criteria approved by the Board. In considering
potential candidates for the Board, including with respect to incumbent
directors, the Committee considers the potential candidate's integrity and
business ethics; strength of character, judgment and experience, consistent with
the needs of AMCOL; specific areas of expertise and leadership roles; and the
ability to bring diversity to the Board, including whether the potential
candidate brings complementary skills and viewpoints. The Committee also
considers the ability of the individual to allocate the time necessary to carry
out the tasks of board membership including membership on appropriate
committees.

The Committee identifies potential nominees by asking current directors
and others to notify the Committee if they become aware of persons, meeting the
criteria described above, who may be available to serve on the Board. The
Committee has sole authority to retain and terminate any search firm to be used
to identify director candidates and has sole authority to approve the search
firm's fees and other retention terms. Historically, AMCOL has not engaged third
parties to assist in identifying and evaluating potential nominees, but would do
so in those situations where particular qualifications are required to fill a
vacancy and the Board's contacts are not sufficient to identify an appropriate
candidate. Pursuant to its charter, the Nominating and Governance Committee's
policy is to not consider nominees recommended by shareholders of AMCOL.

Other responsibilities of the Committee include developing and
recommending to the Board the Corporate Governance Guidelines applicable to
AMCOL, overseeing the evaluations of the Board and management, recommending to
the Board director nominees for each committee, and recommending to the Board
the size of the Board and its committee structure. The Nominating and Governance
Committee operates pursuant to a charter adopted by the Board, which may be
found on our website at www.amcol.com.

Director Compensation

The following table reflects the compensation paid to our directors
during 2004.

STOCK
TYPE OF COMPENSATION CASH OPTIONS
- --------------------------------------------------------------------------- ---------- ----------

Annual Retainer $ 18,000 3,000
Board Meeting Attendance Fee $ 1,500
Supplemental Annual Retainer for the Chairman of the Board $ 15,000
Annual Retainer for the Chairs of the Executive and Nominating and $ 2,000
Governance Committees
Annual Retainer for the Chair of the Audit Committee $ 3,000
Annual Retainer for Chair of the Compensation Committee $ 2,000
Attendance Fee for Meetings of the Executive, Compensation and Nominating $ 1,000
and Governance Committees
Attendance Fee for Meetings of the Audit Committee $ 1,500

Directors who are also full-time employees of AMCOL are not paid for
their services as directors or for attendance at meetings.

In connection with the increased responsibilities, time and commitment
and scrutiny which recent legislation and litigation has placed on all public
corporation directors, the Compensation Committee retained a consulting firm to
prepare a report concerning non-executive director compensation. As a result of
the Compensation Committee's review and analysis of the report and related
deliberations, effective as of the date of the annual meeting, increases in
director compensation will be implemented. The annual retainer will be increased
to $40,000 and the board meeting attendance fee will be increased to $2,000 per
meeting. The supplemental annual retainer for the Chairman of the Board will
remain at $15,000 and the supplemental annual retainer for the Chairs of the
Executive Committee and the Nominating and Governance Committee will remain at
$2,000. The annual retainers for the Chairs of the Audit Committee and the
Compensation Committee will be increased to $7,500 and $3,000, respectively. The
attendance fee for the Audit Committee will be increased to $3,000 per meeting
and the attendance fee for all other committees will be increased to $1,500 per
meeting.

AMCOL provides excess personal liability insurance coverage for its
non-employee directors. The premium paid per non-employee director for such
insurance was approximately $ 811 for 2004. Since May 15, 2004, non-employee
directors have been able to participate in AMCOL's health insurance plan at the
directors' cost.

In 2004, each of the non-employee directors was granted 3,000 options,
as noted in the above table, at an exercise price of $18.10 per share, the fair
market value on the date of the grant. In 2005, each of the non-employee
directors was granted 3,000 options, at an exercise price of $20.90 per share,
the fair market value on the date of the grant.

Shareholder Communications with the Board of Directors

AMCOL's annual meeting of shareholders provides an opportunity each year
for shareholders to ask questions of or otherwise communicate directly with
members of our Board of Directors on appropriate matters. Our directors are
expected to attend shareholders meetings pursuant to our Corporate Governance
Guidelines. All of our directors attended the 2004 annual meeting and we
anticipate that all of our directors will attend the 2005 annual meeting.

In addition, shareholders may, at any time, communicate in writing with
the Audit Committee, any particular director, or the independent directors as a
group, by sending such written communication to AMCOL International Corporation,
Attention: Audit Committee, Chairman of the Independent Directors, or the name
of a particular board member, as applicable, One North Arlington, 1500 West
Shure Drive, Suite 500, Arlington Heights, Illinois 60004-7803. Copies of
written communications received at such address will be provided to the named
addressee. Shareholders may also reach the Audit Committee by calling AMCOL's
alert line at (877) 862-6265. Shareholders may report their concerns anonymously
or confidentially.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

AMCOL's mission is to supply high-quality performance products and
innovative technologies for mineral and environmental markets worldwide. To
accomplish this objective, AMCOL has developed comprehensive compensation
strategies that emphasize maximizing shareholder value and growth in sales and
earnings. The compensation program has been designed to reinforce and support
AMCOL's business goals and to help the organization both attract and retain high
quality executive talent.

The Compensation Committee is responsible for annually reviewing and
approving corporate goals and objectives relevant to the compensation of the
Chief Executive Officer, evaluating the Chief Executive Officer's performance in
light of those goals and objectives, and determining and approving the Chief
Executive Officer's compensation level based on this evaluation. This review and
evaluation may involve consultations from time to time with the other
independent directors.

The Compensation Committee is also responsible for reviewing and making
recommendations to the Board with respect to the compensation of officers other
than the Chief Executive Officer, including the annual base salary level;
incentive compensation plans; equity-based plans and retirement plans;
employment agreements, severance arrangements and change in control
agreements/provisions, in each case, as, when and if appropriate; and any
special or supplemental benefits.

Compensation Committee Philosophy

The Compensation Committee is committed to implementing and
administering a compensation program that supports and underscores AMCOL's
mission and values. The policies underlying the Compensation Committee's
compensation decisions are enumerated more fully below:

Compensation opportunities should strengthen AMCOL's ability to attract,
retain, and encourage the growth and development of the highest caliber
executive talent upon whose efforts the success of AMCOL largely
depends.

A substantial portion of pay for senior executives should be comprised
of at-risk, variable compensation whose payout is dependent on the
achievement of specific corporate and individual performance objectives.
In addition, the at-risk components of pay will have a significant
equity-based element to ensure appropriate linkage between executive
behavior and shareholder interests.

The Committee considers stock ownership by management to be an important
means of linking management's interests with those of shareholders.
AMCOL maintains stock ownership guidelines for its corporate and
subsidiary officers. The amount of stock required to be owned increases
with the level of responsibility of each executive, with the Chief
Executive Officer expected to own stock with a value at least equal to
four times base salary. Shares that the executives have the right to
acquire through the exercise of stock options are not included in the
calculation of stock ownership for purposes of these guidelines.
Executives are expected to reach their respective stock ownership goals
over a three-year period.

Base and equity compensation components target pay opportunities at the
median of compensation paid to executives included in AMCOL's
comparative compensation peer group, while incentive compensation is a
function of company performance. AMCOL's comparative compensation group
is not the same as the companies that make up the peer group in the
stock price performance graph included in this proxy statement. In order
to provide an appropriate basis for compensation analysis, a group
larger than the stock price graph's peer group was used; note, however,
that a significant number of the peer group companies are included in
the comparative compensation group.

Components of Compensation

AMCOL's executive compensation program consists of several components,
each of which plays a role in supporting overall business goals and pay
philosophy. In assessing the competitiveness of AMCOL's senior executive
compensation programs, available salary data consisting of peer group and other
general manufacturing companies is used for comparison purposes. Compensation
program design is based in part on the pay data for comparable positions at
these companies as well as AMCOL's financial performance. The executive
compensation program consists of base salary, annual incentives and long-term
incentives.

Base Pay

The initial base salaries for Mr. Washow, the Chief Executive Officer,
and AMCOL's other executive officers were established in their respective
employment agreements. The Compensation Committee annually reviews each
executive's base salary and may grant increases based upon levels of
responsibility, breadth of knowledge, internal equity issues and market pay
practices. Salary increases are based primarily upon individual performance,
which is evaluated based on individual contributions to AMCOL.

Pursuant to his employment agreement, Mr. Washow's base salary is
$432,000. In arriving at the increase in Mr. Washow's base salary to $469,800
for 2004, the Compensation Committee considered his individual performance and
his long-term contributions to the financial success of AMCOL. The Committee
also compared Mr. Washow's base salary with the base salaries of chief executive
officers from appropriate salary surveys.

Annual Incentives

Pursuant to the terms of their respective employment agreements, Mr.
Washow and each of the other executive officers are eligible for an annual cash
bonus based on the achievement of target performance goals established annually
by the Compensation Committee. Upon the achievement of the target performance
goals, each executive shall be paid a bonus equal to a predetermined percentage
of his base salary. If Mr. Washow achieves the target performance goal, he is
entitled to a bonus equal to 100% of his base salary.

The target performance goals for the Chief Executive Officer and Chief
Financial Officer are based upon AMCOL's return on capital and earnings per
share. Mr. Washow was paid a bonus of $704,700 for the 2004 fiscal year
financial performance of AMCOL. In the case of the other executives, their
target performance goals are tailored for each business segment with an emphasis
on the return on capital and earnings of the particular business segment to
which the executive devotes the majority of his time.

Long-Term Incentives

Long-term incentives are provided annually in the form of stock options
and/or restricted stock awards. The long-term incentive program serves to focus
executives on long-term shareholder value creation and foster an ownership
mentality among the executive management team. The Compensation Committee
believes the equity incentive program provides a strong link between management
behavior and shareholder interests. The Compensation Committee believes that the
aggregate annual incentive awards granted to all employees should equal between
one and one and a half percent of AMCOL's outstanding common stock. In keeping
with AMCOL's commitment to provide a total compensation package that focuses on
at-risk pay components, long-term incentives will continue to comprise a
meaningful portion of the value of an executive's total compensation package.

In 2004, the named officers were granted stock option awards under
AMCOL's 1998 Long-Term Incentive Plan. The stock options granted to the named
officers vest 33% after one year, 66% after two years, and 100% after three
years, upon death or retirement under specified conditions, the stock options
become fully vested.

In determining the long-term incentive component of Mr. Washow's
compensation, the Compensation Committee considers, among other things, AMCOL's
performance and relative shareholder return, the value of similar incentive
awards to chief executive officers at comparable companies and awards given to
Mr. Washow in prior years. In 2004, Mr. Washow received an option to purchase
30,000 shares of common stock at an exercise price of $18.10 per share.

Limitations on Payments

Code Section 162(m) denies a deduction to any publicly held corporation
for compensation paid to certain "covered employees" in a taxable year to the
extent that such compensation exceeds $1,000,000. "Covered employees" are a
corporation's chief executive officer on the last day of the taxable year and
any other individuals whose compensation is required to be reported to
shareholders under the Securities Exchange Act of 1934 by reason of being among
the four most highly compensated officers (other than the chief executive
officer) for the taxable year and who are employed on the last day of the
taxable year. Compensation paid under some qualified performance-based
compensation arrangements, which (among other things) provide for compensation
based on pre-established performance goals established by a compensation
committee that is composed solely of two or more "outside directors," is not
considered in determining whether a "covered employee's" compensation exceeds
$1,000,000. To the extent that any bonus payments cause the executive's total
compensation to exceed $1,000,000 in any given year, the excess will be deferred
until a year when such amount can be deducted by AMCOL.

Compensation Committee
Dale E. Stahl, Chairman
Arthur Brown
Daniel P. Casey
Robert E. Driscoll, III
Audrey L. Weaver

REPORT OF THE AUDIT COMMITTEE

Management is responsible for AMCOL's financial reporting process
including its system of internal control, and for the preparation of
consolidated financial statements in accordance with generally accepted
accounting principles. AMCOL's independent registered public accounting firm are
responsible for auditing those financial statements. The Audit Committee's
responsibility is to monitor and review these processes. It is not our duty or
our responsibility to conduct auditing or accounting reviews or procedures.
Therefore, we have relied, without independent verification, on management's
representation that the financial statements have been prepared with integrity
and objectivity and in conformity with accounting principles generally accepted
in the United States of America and on the representations of the independent
registered public accounting firm included in their report on AMCOL's financial
statements. Our oversight does not provide us with an independent basis to
determine that management has maintained appropriate accounting and financial
reporting principles or policies, or appropriate internal controls and
procedures designed to assure compliance with accounting standards and
applicable laws and regulations. Furthermore, our considerations and discussions
with management and the independent registered public accounting firm do not
assure that AMCOL's financial statements are presented in accordance with
generally accepted accounting principles, that the audit of AMCOL's financial
statements has been carried out in accordance with generally accepted auditing
standards. However, as described in the Company's Current Report on Form 8-K
filed with the SEC on March 15, 2005 and the Company's current Annual Report on
Form 10-K, management of the Company advised the Audit Committee of an
understatement of net income during its third quarter of 2004 due to the failure
to properly account for certain income tax matters and as a result, the Audit
Committee determined it necessary for the Company to restate its financial
results for the quarter ended September 30, 2004. As a result, the Company's
management has determined that a material weakness existed as of December 31,
2004 in the Company's internal control over financial reporting concerning
accounting for income taxes.

Review with Management

The Audit Committee has reviewed and discussed AMCOL's audited financial
statements for the year ended December 31, 2004 with management.

Review and Discussions with Independent Registered Public Accounting Firm

The Audit Committee has discussed with KPMG LLP, AMCOL's independent
registered public accounting firm, the matters required to be discussed by
Statement on Auditing Standards No. 61, "Communication with Audit Committees,"
which include, among other items, matters related to the conduct of the audit of
AMCOL's financial statements.

The Audit Committee has also received the written disclosures from KPMG
LLP required by Independence Standards Board Standard No. 1, which relates to
the accountants' independence from AMCOL and its related entities, and has
discussed with KPMG LLP their independence from AMCOL.

Conclusion

Based on the review and discussions referred to above, the Audit
Committee recommended to AMCOL's Board of Directors that AMCOL's audited
financial statements be included in AMCOL's Annual Report on Form 10-K for the
year ended December 31, 2004 filed with the Securities and Exchange Commission.

Audit Committee
Arthur Brown, Chairman
Daniel P. Casey
Robert E. Driscoll, III
Jay D. Proops

INDEPENDENT PUBLIC ACCOUNTANTS

The firm of KPMG LLP served as AMCOL's independent registered public
accounting firm for the fiscal year ended December 31, 2004. During 2004, the
Audit Committee appointed KPMG LLP to audit AMCOL's consolidated financial
statements and benefit plans and to perform certain other auditing and tax
services. Fees paid to KPMG LLP for these services were as follows:

2003 ACTUAL 2004 ACTUAL
------------- -------------
Audit Fees (1) $ 317,132 $ 789,221
Audit-Related Fees (2) $ 30,881 $ 99,066
Tax Fees (3) $ 276,182 $ 297,408
All Other Fees (4) $ 55,544 $ 66,233
------------- -------------
$ 679,739 $ 1,251,928

(1) Audit fees represent fees for professional services provided in
connection with the audit of our financial statements and review of our
quarterly financial statements and audit services provided in connection
with other statutory or regulatory filings.
(2) Audit-related fees consist primarily of accounting consultations,
employee benefit plan audits, services related to business acquisitions
and divestitures and other attestation services.
(3) For 2004 and 2003, respectively, tax fees principally included tax
compliance fees of $29,120 and $32,748, tax advice and planning fees of
$139,146 and $111,426, and tax fees in relation to acquisitions of
$53,316 and $1,073.
(4) All other fees principally includes preparation of expatriate employee
tax returns, and pension plan administration.

The Audit Committee has concluded that the provision of these non-audit
services by KPMG LLP is compatible with maintaining the independence of the
independent registered public accounting firm.

A representative of KPMG LLP will be present at the annual meeting, will
be afforded the opportunity to make a statement, and will be available to
respond to appropriate questions.

STOCK PERFORMANCE GRAPH

The following graph sets forth a five-year comparison of cumulative
total shareholder returns for: (i) AMCOL (which trades on the New York Stock
Exchange); (ii) the S&P SmallCap 600 Index; and (iii) a custom peer group of
publicly traded companies.

The peer group consists of companies whose businesses, sales sizes,
market capitalization and stock trading volumes are similar to that of AMCOL.
The peer group consists of the following companies: Calgon Carbon Corporation,
Compass Minerals International, Inc., Martin Marietta Materials, Inc., Minerals
Technologies Inc., Oil-Dri Corporation of America and RPM International Inc.

All returns were calculated assuming dividend reinvestment on a
quarterly basis. Returns were adjusted for spin-offs and other special dividends
for both AMCOL and the peer group companies. Further, the tax-effectiveness of
any distributions to shareholders was not taken into account. The returns of
each company in the peer group have been weighted according to market
capitalization.

The following graph sets forth a five year comparison of the cumulative
total stockholder returns for the following: (1) the Corporation's common stock;
(2) the S&P SmallCap 600 Index; and (3) the Peer Group consisting of Calgon
Carbon Corporation, Compass Minerals International, Inc., Martin Marietta
Materials, Inc., Minerals Technologies, Inc., Oil-Dri Corporation of America and
RPM International, Inc. The graph assumes that $100 was invested at the close of
business on December 31, 1999 and assumes the reinvestment of all dividends.

COMPARISON OF CUMULATIVE FIVE YEAR TOTAL RETURN
$0
$100
$200
$300
$400
$500
$600
$700
12/1999 12/2000 12/2001 12/2002 12/2003 12/2004
AMCOL INTERNATIONAL CORP S&P SMALLCAP 600 INDEX PEER GROUP

S&P SMALL
DATE AMCOL CAP 600 PEER GROUP
- -------------------- ---------- ---------- ----------
12/1999 $ 100.00 $ 100.00 $ 100.00
12/2000 $ 143.18 $ 111.80 $ 95.26
12/2001 $ 219.33 $ 119.11 $ 127.33
12/2002 $ 179.56 $ 101.68 $ 106.91
12/2003 $ 693.04 $ 141.13 $ 143.06
12/2004 $ 643.77 $ 173.09 $ 176.64

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Clarence O. Redman, Secretary and a director, is of counsel to Lord,
Bissell & Brook LLP, the principal law firm engaged by AMCOL.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Under the securities laws of the United States, AMCOL's directors, its
executive officers and any persons holding more than 10% of AMCOL's common stock
are required to report their initial ownership of AMCOL's common stock and any
subsequent changes in that ownership to the Securities and Exchange Commission.
Specific due dates for these reports have been established and AMCOL is required
to disclose in this proxy statement if a director or executive officer filed a
late report. During 2004 there were no delinquent Form 4's. In making these
disclosures, AMCOL has relied solely on written representations of its directors
and executive officers and copies of the reports filed with the Securities and
Exchange Commission.

SHAREHOLDER PROPOSALS

Shareholder proposals intended to be included in AMCOL's proxy statement
and form of proxy relating to, and to be presented at, the annual meeting of
shareholders of AMCOL to be held in 2006 must be received by AMCOL on or before
November 30, 2005.

If a shareholder intends to present a proposal at the 2006 annual
meeting of shareholders but does not seek inclusion of that proposal in AMCOL's
proxy statement for that meeting, such shareholder must deliver written notice
of the proposal to AMCOL in accordance with the requirements of AMCOL's By-Laws.
Generally, such proposals must be delivered to AMCOL between February, 2006 and
March 13, 2006. All proposals or notices should be directed to the Secretary of
AMCOL at One North Arlington, 1500 West Shure Drive, Suite 500, Arlington
Heights, Illinois 60004-7803.

OTHER MATTERS

As of the date of this proxy statement, AMCOL's management knows of no
matter not specifically referred to above as to which any action is expected to
be taken at the annual meeting. It is intended, however, that the persons named
as proxies will vote the proxies regarding such other matters and the
transaction of such other business as may be properly brought before the meeting
in accordance with their best judgment.

By Order of the Board of Directors,

Clarence O. Redman
Secretary
Arlington Heights, Illinois
April 11, 2005