SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* NALCO LLC (Last) (First) (Middle) 1601 WEST DIEHL ROAD (Street) NAPERVILLE IL 60563-1198 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Nalco Holding CO [ NLC ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 01/23/2006
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.01 per share	01/23/2006		X(1)(2)		156,214	D	(2)	15,169,661	D
Common Stock, par value $0.01 per share	01/23/2006		X(1)(2)		49,920	A	$0.01	15,219,581	D
Common Stock, par value $0.01 per share	01/23/2006		X(1)(2)		19,145	D	(2)	15,200,436	D
Common Stock, par value $0.01 per share	01/23/2006		X(1)(2)		19,075	D	(2)	15,181,361	D
Common Stock, par value $0.01 per share	01/23/2006		X(1)(2)		11,700	D	(2)	15,169,661	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrant (right to buy)	$0.01	01/23/2006		X(1)(2)			49,920	(1)(2)	(1)(2)	Common Stock, par value $0.01 per share	49,920	(3)	5,067,852	D

Explanation of Responses:

1. On January 23 and 25, 2006, Nalco LLC exercised a portion of the previously reported warrant issued by Nalco Holding Company to purchase, for $0.01 per share, up to 6,191,854 shares of Nalco Holding Company common stock (the "Warrant") in order to deliver 49,920 shares of Nalco Holding Company common stock to Nalco Holding Company's management in exchange for certain vested class B, C and D units of Nalco LLC. Nalco LLC also delivered 156,214 shares of Nalco Holding Company common stock to Nalco Holding Company's management in exchange for certain class A units of Nalco LLC. For more information on the Warrants, see the Warrant Agreement which is filed as Exhibit 10.4 to the Form 8-K of Nalco Holding Company, filed on November 18, 2004; and for more information about the Nalco LLC units, see the Management Members Agreements, which are filed as Exhibits 10.30 to 10.39 to the Registration Statement of Form S-1 of Nalco Holding Company (File No. 333-118583).

2. Subject to certain limited exceptions, the Warrant becomes exercisable upon certain dates subject to acceleration upon Nalco Holding Company achieving certain EBITDA targets. The management members purchased their Nalco LLC class A, B, C and D units in June 2004 for varying amounts. The Nalco Holding Company common stock distributed to management is based on conversion rates set forth in the applicable agreements. On January 23 and 25, 2006, management members received 156,214 shares of Nalco Holding Company common stock in exchange for their Nalco LLC class A units, 19,145 shares of Nalco Holding Company common stock in exchange for their Nalco LLC class B units, 19,075 shares of Nalco Holding Company common stock in exchange for their Nalco LLC class C units and 11,700 shares of Nalco Holding Company common stock in exchange for their Nalco LLC class D units.

3. Not applicable.

	/s/ Filomena Trombino as Attorney in Fact	01/25/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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