	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D (Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
13d-2(a)

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

Nalco Holding Company

(Name of Issuer)

Common Stock, par value $0.01

(Title of Class of Securities)

62985Q 10 1

(CUSIP Number)

John F. Hartigan, Esq.

Morgan, Lewis & Bockius LLP

300 S. Grand Avenue

Los Angeles, CA 90071

(213) 612-2500

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

August 22, 2005

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 62985Q 10 1

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Apollo/Nalco Acquisition LLC

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			ý

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power

			8.	Shared Voting Power 19,767,140 shares of Common Stock (see Items 4 and 5)

			9.	Sole Dispositive Power

			10.	Shared Dispositive Power 19,767,140 shares of Common Stock (see Items 4 and 5)

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 19,767,140 shares of Common Stock (see Items 4 and 5)

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ý

	13.	Percent of Class Represented by Amount in Row (11) 14.0%

	14.	Type of Reporting Person (See Instructions) OO

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) AP Nalco LP

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			ý

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power

			8.	Shared Voting Power 19,767,140 shares of Common Stock (see Items 4 and 5)

			9.	Sole Dispositive Power

			10.	Shared Dispositive Power 19,767,140 shares of Common Stock (see Items 4 and 5)

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 19,767,140 shares of Common Stock (see Items 4 and 5)

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ý

	13.	Percent of Class Represented by Amount in Row (11) 14.0%

	14.	Type of Reporting Person (See Instructions) PN

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Apollo Investment Fund V, L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			ý

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power

			8.	Shared Voting Power 19,767,140 shares of Common Stock (see Items 4 and 5)

			9.	Sole Dispositive Power

			10.	Shared Dispositive Power 19,767,140 shares of Common Stock (see Items 4 and 5)

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 19,767,140 shares of Common Stock (see Items 4 and 5)

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ý

	13.	Percent of Class Represented by Amount in Row (11) 14.0%

	14.	Type of Reporting Person (See Instructions) PN

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Apollo Management V, L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			ý

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power

			8.	Shared Voting Power 19,767,140 shares of Common Stock (see Items 4 and 5)

			9.	Sole Dispositive Power

			10.	Shared Dispositive Power 19,767,140 shares of Common Stock (see Items 4 and 5)

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 19,767,140 shares of Common Stock (see Items 4 and 5)

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ý

	13.	Percent of Class Represented by Amount in Row (11) 14.0%

	14.	Type of Reporting Person (See Instructions) PN

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Apollo Advisors V, L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			ý

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power

			8.	Shared Voting Power 19,767,140 shares of Common Stock (see Items 4 and 5)

			9.	Sole Dispositive Power

			10.	Shared Dispositive Power 19,767,140 shares of Common Stock (see Items 4 and 5)

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 19,767,140 shares of Common Stock (see Items 4 and 5)

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ý

	13.	Percent of Class Represented by Amount in Row (11) 14.0%

	14.	Type of Reporting Person (See Instructions) PN

This Amendment No. 2 supplements and amends the Statement on Schedule 13D filed on November 24, 2004, as amended and supplemented by Amendment No. 1 thereto filed on August 19, 2005, by (i) Apollo/Nalco Acquisition LLC, a Delaware limited liability company (“Apollo LLC”), (ii) AP Nalco L.P., a Delaware limited partnership (“AP Nalco”), (iii) Apollo Investment Fund V, L.P., a Delaware limited partnership (“Investment V,” and together with Apollo LLC and AP Nalco, the “Apollo Members”), (iv) Apollo Management V, L.P., a Delaware limited partnership (“Management”) and (v) Apollo Advisors V, L.P., a Delaware limited partnership (“Advisors V,” and together with the Apollo Members, Management and Advisors V, the “Reporting Persons”), relating to the shares of common stock, par value $0.01 (the “Common Stock”), of Nalco Holding Company (the “Issuer”).

Unless otherwise indicated, each capitalized term used but not otherwise defined herein shall have the meaning assigned to such term in the Statement on Schedule 13D filed on November 24, 2004 and Amendment No. 1 thereto filed on August 19, 2005.

Responses to each item of this Amendment No. 2 to Statement on Schedule 13D are incorporated by reference into the response to each other item, as applicable.

Item 1.	Security and Issuer

Item 2.	Identity and Background

Item 3.	Source and Amount of Funds or Other Consideration

Item 4.	Purpose of Transaction

Item 5.	Interest in Securities of the Issuer

Item 5 is hereby amended and supplemented by deleting it in its entirety and replacing it with the following:

On August 18, 2005, the Underwriters exercised their over-allotment option to purchase an additional 4,350,000 shares of Common Stock from Nalco LLC. The closing of such sale occurred on August 22, 2005. Following such sale, Nalco LLC is the record holder of 57,202,258 shares of Common Stock, which represents approximately 40.3% of the outstanding Common Stock of the Issuer.

The 19,767,140 shares of Common Stock shown as beneficially owned by the Apollo Members in this Amendment No. 2 to Schedule 13D reflect the Apollo Members’ percentage or pecuniary interest in the 57,202,258 shares of Common Stock held of record by Nalco LLC, based on the percentage of the outstanding membership interests in Nalco LLC owned by the Apollo Members, and excludes the balance of such shares which represent the other Sponsors’ and the management members’ percentage interest in Nalco LLC. The shares of Common Stock shown as beneficially owned by Management and Advisors V include the shares of Common Stock shown as beneficially owned by the Apollo Members. AIFVM may also be deemed to beneficially own the shares of common stock shown as beneficially owned by each of the Apollo Members and Management. Capital Management V may also be deemed to beneficially own the shares of common stock shown as beneficially owned by each of the Apollo Members and Advisors V. Because voting and dispositive decisions of Nalco LLC with respect to the Common Stock of the Issuer require the approval of at least two of the Sponsors, the Apollo Members, Management, Advisors V, AIFVM and Capital Management V each disclaim beneficial ownership of the shares of the Issuer’s Common Stock reported as beneficially owned by any of the other Sponsors or by Nalco LLC, in excess of their pecuniary interests in such securities, if any, and the filing of this Schedule 13D shall not be construed as an admission that any such person is the beneficial owner of any such securities.

(a) See the information contained on the cover pages to this Schedule 13D which is incorporated herein by reference. The percentage of the class beneficially owned by each Reporting Person is based on 141,663,369 outstanding shares of Common Stock of the Issuer, as reported by the Issuer in the Registration Statement.

(b) See the information contained on the cover pages to this Amendment No. 2 to Schedule 13D which is incorporated herein by reference.

(c) There have been no reportable transactions with respect to the Common Stock of the Issuer within the last 60 days by the Reporting Persons, except as described in this Amendment No. 2 to Schedule 13D and in Amendment No. 1 to Schedule 13D filed on August 19, 2005.

(d) In accordance with the terms of the Nalco LLC Limited Liability Company Operating Agreement, and if approved by the board of directors of Nalco LLC, the members of Nalco LLC have the right to receive dividends from and the proceeds from any sale of Common Stock in accordance with their membership interests in Nalco LLC.

(e) Not applicable.

Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 7.	Material to Be Filed as Exhibits

SIGNATURES

After reasonable inquiry and to the best knowledge and belief of each of the undersigned, each of the undersigned certifies that the information set forth in this statement with respect to such person is true, complete and correct.

Date:	August 24, 2005	APOLLO INVESTMENT FUND V, L.P.

		By:	APOLLO ADVISORS V, L.P.
			Its General Partner

			By:	APOLLO CAPITAL MANAGEMENT V, INC.
				Its General Partner

				By:	/s/ Patricia M. Navis
					Patricia M. Navis
					Vice President


Date:	August 24, 2005	APOLLO/NALCO ACQUISITION LLC


		BY:	APOLLO MANAGEMENT V, L.P.,
			its Manager

			BY:	AIF V Management, Inc.
				its General Partner

				By:	/s/ Patricia M. Navis
					Patricia M. Navis
					Vice President


Date:	August 24, 2005	AP NALCO L.P.

		By:	APOLLO ADVISORS V, L.P.
			Its General Partner

			By:	APOLLO CAPITAL MANAGEMENT V, INC.
				Its General Partner

				By:	/s/ Patricia M. Navis
					Patricia M. Navis
					Vice President

Date:	August 24, 2005
		APOLLO MANAGEMENT V, L.P.

		By:	AIF V MANAGEMENT, INC.
			Its General Partner

			By:		/s/ Patricia M. Navis
					Patricia M. Navis
					Vice President


Date:	August 24, 2005	APOLLO ADVISORS V, L.P.

		By:	APOLLO CAPITAL MANAGEMENT V, INC.
			Its General Partner

			By:	/s/ Patricia M. Navis
				Patricia M. Navis
				Vice President

Under the Securities Exchange Act of 1934 (Amendment No. 2)*

Under the Securities Exchange Act of 1934
(Amendment No. 2)*