EXHIBIT 99.2

                                 AMENDMENTS TO
                         1998 LONG-TERM INCENTIVE PLAN

Section 3 shall be amended to read as follows:

     3.  Stock Subject to the Plan.  Except as otherwise provided in Section 12,
         -------------------------
     the aggregate number of shares of Common Stock with respect to which Awards
     may be granted through this Plan may not exceed 2,900,000 shares.  If any
     Awards shall terminate or expire as to any number of shares, new Awards may
     thereafter be awarded with respect to such shares.  The aggregate number of
     shares of Common Stock with respect to which Awards may be granted to any
     Participant in any calendar year may not exceed 100,000 shares.

The following sentences shall be removed in their entirety from Section 7:

     "The aggregate fair market value of the common stock covered by ISOs
     granted under the Plan or any other stock option plan of AMCOL or any
     subsidiary or parent of AMCOL that become exercisable for the first time by
     any employee in any calendar year shall not exceed $100,000.  The aggregate
     fair market value will be determined at the Award Date."

The following shall be added to the end of Section 11:

     "Notwithstanding anything herein to the contrary, all nonvested options
     held by employees who are to become employees of BASF or any subsidiary
     thereof (the "Chemdal Employees"), pursuant to the Asset and Stock Purchase
     Agreement dated November 22, 1999, between AMCOL International Corporation,
     a Delaware corporation, and BASF Aktiengesellschaft, a corporation
     organized under the laws of Germany, shall be immediately fully vested and
     exercisable, except that any nonvested options held by any Chemdal
     Employees whose options were issued under a scheme approved by United
     Kingdom Inland Revenue will not be vested."

Section 12 shall be amended to read as follows:

     12.  Adjustments.
          -----------

          (a) If there is any change in the corporate structure or shares of the
     Company, the Committee may make any adjustments necessary to prevent
     accretion, or to protect against dilution, in the number and kind of shares
     of Common Stock with respect to which Awards may be granted under this Plan
     (including the maximum number of shares of Common Stock with respect to
     which Awards may be granted under this Plan in the aggregate and
     individually to any Participant during any calendar year as specified in
     Section 3) and, with respect to outstanding Awards, in the number and kind
     of shares covered thereby and in the applicable Option Price.  For the
     purpose of this Section 12, a change in the corporate structure or shares
     of the Company includes, without limitation, any change resulting from a
     recapitalization, stock split, stock dividend, consolidation, rights
     offering, separation, reorganization, or liquidation and any transaction in
     which shares of Common Stock are changed into or exchanged for a different
     number or kind of shares of stock or other securities of the Company or
     another corporation.

          (b) In the event of an extraordinary dividend or other distribution,
     merger, reorganization, consolidation, combination, sale of assets, split
     up, exchange, or spin off, or other extraordinary corporate transaction,
     the Committee may, in such manner and to such extent (if any) as it deems
     appropriate and equitable make provision for a cash payment or for the
     substitution or exchange of any or all outstanding Awards or the cash,
     securities or property deliverable to the holder of any or all outstanding
     Awards based upon the distribution or consideration payable to holders of
     Common Stock upon or in respect of such event; provided, however, in each
     case, that with respect to any ISO no such adjustment may be made that
     would cause the Plan to violate section 422 of the Code (or any successor
     provision).