SEC FORM 4

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

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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^*

Fyrwald J Erik

(Last)

(First)

(Middle)

LILLY CORPORATE CENTER

(Street)

INDIANAPOLIS

46285

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman, President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
03/07/2008

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Shares⁽¹⁾	03/07/2008		A		200,000	A	$0	200,000	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options⁽²⁾	$20.84	03/07/2008		A		10,000		12/31/2008	03/07/2018	Common Stock	10,000	$0	10,000	D
Stock Options⁽²⁾	$20.84	03/07/2008		A		10,000		12/31/2009	03/07/2018	Common Stock	10,000	$0	20,000	D
Stock Options⁽²⁾	$20.84	03/07/2008		A		10,000		12/31/2010	03/07/2018	Common Stock	10,000	$0	30,000	D
Stock Options⁽²⁾	$20.84	03/07/2008		A		10,000		12/31/2011	03/07/2018	Common Stock	10,000	$0	40,000	D
Stock Options⁽²⁾	$20.84	03/07/2008		A		75,000		03/06/2011	03/07/2018	Common Stock	75,000	$0	75,000	D
Stock Options⁽²⁾	$20.84	03/07/2008		A		75,000		03/06/2012	03/07/2018	Common Stock	75,000	$0	150,000	D
Stock Options⁽³⁾	$20.84	03/07/2008		A		46,250		12/31/2008	03/07/2018	Common Stock	46,250	$0	46,250	D
Stock Options⁽³⁾	$20.84	03/07/2008		A		46,250		12/31/2009	03/07/2018	Common Stock	46,250	$0	92,500	D
Stock Options⁽³⁾	$20.84	03/07/2008		A		46,250		12/31/2010	03/07/2018	Common Stock	46,250	$0	138,750	D
Stock Options⁽³⁾	$20.84	03/07/2008		A		46,250		12/31/2011	03/07/2018	Common Stock	46,250	$0	185,000	D

Explanation of Responses:

1. Granted pursuant to a non-plan inducement award, as described in an S-8 filed with the SEC on March 7, 2008, (file no. 333-149606). The shares will vest with respect to the following schedule: 100,000 on March 6, 2011 and 100,000 shares on March 6, 2012, and subject to continued employment at vesting dates (the "2008 Non-Plan Inducement Award").

2. Granted pursuant to the 2008 Non-Plan Inducement Award.

3. Granted pursuant to the Amended and Restated Nalco Holding Company 2004 Stock Incentive Plan, 2008 Stock Option Award.

	/s/ Filomena Trombino as Attorney in Fact	03/11/2008
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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