EXHIBIT 3.1

                              AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                             NALCO CHEMICAL COMPANY

                                   ----------

     NALCO CHEMICAL COMPANY, (the "Corporation"), a corporation incorporated on
the 21st day of April 1928 under the name "American Aluminate Company" pursuant
to the General Corporation Law of the State of Delaware (the "DGCL"), DOES
HEREBY CERTIFY:

     FIRST: The Board of Directors of the Corporation, by unanimous written
consent pursuant to Section 141(f) of the DGCL, duly adopted resolutions
proposing and approving the Amended and Restated Certificate of Incorporation of
the Corporation, declaring its advisability and directing that such Amended and
Restated Certificate of Incorporation be submitted to the stockholders of the
Corporation to consider and adopt the same.

     SECOND: Pursuant to Section 228 of the DGCL, the adoption of the Amended
and Restated Certificate of Incorporation was unanimously consented to in
writing by the holder of all the shares of capital stock of the Corporation
entitled to vote thereon.

     THIRD: The Amended and Restated Certificate of Incorporation was duly
adopted in accordance with the provisions of the DGCL.

     FOURTH: Pursuant to Sections 245(b) and 242 of the DGCL, the Certificate of
Incorporation, of NALCO CHEMICAL COMPANY, is hereby amended and restated as
follows:

                              AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION

     FIRST: The name of the Corporation is



                             NALCO CHEMICAL COMPANY

     SECOND: The registered office of the Corporation in the State of Delaware
is located at 1209 Orange Street, in the city of Wilmington, County of
Newcastle. The name of its registered agent in the State of Delaware at such
address is The Corporation Trust Company.

     THIRD: The purpose of the Corporation is to engage, directly or indirectly,
in any lawful act or activity for which corporations may be organized under the
General Corporation Law of the State of Delaware as from time to time in effect.

     FOURTH: (1) The total authorized capital stock of the Corporation shall be
1,000 shares of common stock, par value $0.01 per share (the "Common Stock"),
and 1,000 shares of preferred stock, par value $1.00 per share (the "Series
Preferred Stock").

     (2)  Series Preferred Stock

     The Series Preferred Stock may be issued in one or more series as shall
from time to time be created and authorized to be issued by the Board of
Directors as hereinafter provided.

     (a) The Board of Directors is hereby expressly authorized, by resolution or
resolutions from time to time adopted providing for the issuance of any series
of the Series Preferred Stock, to the extent not fixed by the provisions
hereinafter set forth or otherwise provided by law, to determine that any series
of the Series Preferred Stock shall be without voting powers and to fix and
state the voting powers, full or limited, if any, the designations, powers,
preferences and relative, participating, optional and other special rights, if
any, of the shares of each series of the Series Preferred Stock, and the
qualifications, limitations and restrictions thereof, including (but without
limiting the generality of the foregoing) any of the following:

     (1) the number of shares to constitute such series and the distinctive name
and serial designation thereof;

     (2) the annual dividend rate or rates and the date on which the first
dividend on shares of such series shall be payable and all subsequent dividend
payment dates;

     (3) whether dividends are to be cumulative or non-cumulative, the
participating or other special rights, if any, with respect to the payment of
dividends and the date from which dividends on all shares of such series issued
prior to the record date for the first dividend shall be cumulative; provided
that, such dividends shall be cumulative only if and to the extent set forth in
a certificate filed pursuant to law;

     (4) whether any series shall be subject to redemption and, if so, the
manner of redemption and the redemption price or prices for such series, which
may consist of a


                                       -2-



redemption price or scale of redemption prices applicable only to redemption for
a sinking fund (which terms as used in this clause shall include any fund or
provisions for the periodic purchase or retirement of shares), and a different
redemption price or scale of redemption prices applicable to any other
redemption;

     (5) whether or not the shares of such series shall be subject to the
operation of a purchase, retirement or sinking fund, and, if so, whether such
purchase, retirement or sinking fund shall be cumulative or non-cumulative, the
extent to and the manner in which such fund shall be applied to the purchase or
redemption of the shares of such series for retirement or for other corporate
purposes and the terms and provisions relative to the operation thereof;

     (6) the terms, if any, upon which shares of such series shall be
convertible into, or exchangeable for, or shall have rights to purchase or other
privileges to acquire shares of stock of any other class or of any other series
of the same or any other class, including the price or prices or the rate or
rates of conversion, exchange, purchase or acquisition and the terms of
adjustment, if any;

     (7) the limitations and restrictions, if any, to be effective while any
shares of such series are outstanding upon the payment of dividends or making of
other distributions on, and upon the purchase, redemption, or other acquisition
of, the Common Stock or any other series or class of stock of the Corporation
ranking junior to the shares of such series, either as to dividends or upon
liquidation; and

     (8) the conditions or restrictions, if any, upon the creation of
indebtedness of the Corporation or upon the issue of any additional stock of any
class (including additional shares of such series or of any other series of the
Series Preferred Stock) ranking on a parity with or prior to the shares of such
series either as to dividends or upon liquidation.

     (b) Each share of each series of the Series Preferred Stock shall have the
same relative rights and be identical in all respects with all the other shares
of the same series, except that shares of any one series issued at different
times may differ as to the dates, if any, from which dividends thereon shall be
cumulative. Except as otherwise provided by law or specified in this Article
FOURTH any series of the Series Preferred Stock may differ from any other series
with respect to any one or more of the voting powers, designations, powers,
preferences and relative, participating, optional and other special rights, if
any, and the qualifications, limitations and restrictions thereof.

     (c) Before any dividends on any class of stock of the Corporation ranking
junior to the Series Preferred Stock (other than dividends payable in shares of
any class of stock of the Corporation ranking junior to the Series Preferred
Stock) shall be declared or paid or set apart for payment, the holders of shares
of each series of the Series Preferred Stock shall be entitled to such cash
dividends, but only when and as declared by the Board of Directors out of funds
legally available therefor, as they may be entitled to in accordance with the
resolution or resolutions adopted by the Board of Directors providing for the
issuance of such series, payable on such dates as may be fixed in such
resolution or resolutions.


                                       -3-



     (d) in the event of any liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary, before any payment or
distribution of the assets of the Corporation shall be made to or set apart for
the holders of shares of any class of stock of the Corporation ranking junior to
the Series Preferred Stock, the holders of the shares of each series of the
Series Preferred Stock shall be entitled to receive payment of the amount per
share fixed in the resolution or resolutions adopted by the Board of Directors
providing for the issuance of the shares of such series, plus an amount equal to
all dividends accrued thereon to the date of final distribution to such holders.
If, upon any liquidation, dissolution or winding up of the Corporation, the
assets of the Corporation, or proceeds thereof, distributable among the holders
of the shares of the Series Preferred Stock shall be insufficient to pay in full
the preferential amount aforesaid, then such assets, or the proceeds thereof,
shall be distributed among such holders ratably in accordance with the
respective amounts which would be payable on such shares if all amounts payable
thereon were paid in full. For the purposes of this paragraph (d), the sale,
conveyance, exchange or transfer (for cash, shares of stock, securities or other
consideration) of all or substantially all of the property or assets of the
Corporation or a consolidation or merger of the Corporation with one or more
corporations shall not be deemed to be a dissolution, liquidation or winding up,
voluntary or involuntary.

     (e) The term "junior stock", as used in relation to the Series Preferred
Stock, shall mean the Common Stock and any other class of stock of the
Corporation hereafter authorized which by its terms shall rank junior to the
Series Preferred Stock as to dividends and as to the distribution of assets on
liquidation.

     (f) Before the Corporation shall issue any shares of the Series Preferred
Stock of any series authorized as hereinbefore provided, a certificate setting
forth a copy of the resolution or resolutions with respect to such series
adopted by the Board of Directors of the Corporation pursuant to the foregoing
authority vested in said Board shall be made, filed and recorded in accordance
with the then applicable requirements, if any, of the laws of the State of
Delaware, or, if no certificate is then so required, such certificate shall be
signed and acknowledged on behalf of the Corporation by its President or a
Vice-President and its corporate seal shall be affixed thereto and attested by
its Secretary or an Assistant Secretary and such certificate shall be filed and
kept on file at the registered office of the Corporation in the State of
Delaware and in such other place or places as the Board of Directors shall
designate.

     (g) Shares of any series of the Series Preferred Stock which shall be
issued and thereafter acquired by the Corporation through purchase, redemption,
conversion or otherwise, shall return to the status of authorized but unissued
shares of the Series Preferred Stock of the same series unless otherwise
provided in the resolution or resolutions of the Board of Directors. Unless
otherwise provided in the resolution or resolutions of the Board of Directors
providing for the issuance thereof, the number of authorized shares of stock of
any such series may be increased or decreased (but not below the number of
shares thereof then outstanding) by


                                       -4-



resolution or resolutions of the Board of Directors and the filing of a
certificate complying with the requirements referred to in subparagraph (f)
above. In case the number of shares of any such series of the Series Preferred
Stock shall be decreased, the shares representing such decrease shall, unless
otherwise provided in the resolution or resolutions of the Board of Directors
providing for the issuance thereof, resume the status of authorized but unissued
shares of the Series Preferred Stock, undesignated as to series.

     (3)  Common Stock

     Subject to the requirements of law, this Certificate of Incorporation, as
amended from time to time, and the resolution or resolutions of the Board of
Directors creating or modifying any series of the Series Preferred Stock, the
holders of Common Stock shall (i) in the event of any liquidation, dissolution
or other winding up of the Corporation, whether voluntary or involuntary, and
after all holders of the Series Preferred Stock shall have been paid in full the
amounts to which they respectively shall be entitled, be entitled to receive all
the remaining assets of the Corporation of whatever kind, such assets to be
distributed pro rata to the holders of the Common Stock; and (ii) after payment
in full of all dividends to which holders of the Series Preferred Stock shall be
entitled, be entitled to receive such dividends as and when the same may be
declared from time to time by the Board of Directors of the Corporation out of
funds legally available therefor.

     Except as otherwise required by law and the provisions of this Certificate
of Incorporation and except as provided by the resolution or resolutions of the
Board of Directors creating or amending any series of the Series Preferred
Stock, the holders of the Common Stock of the Corporation possess full voting
power for the election of directors and for all other purposes, and each bolder
thereof shall be entitled to one vote for each share held by such holder.

     FIFTH: The business of the Corporation shall be managed under the direction
of the Board of Directors except as otherwise provided by law. The number of
Directors of the Corporation shall be fixed from time to time by, or in the
manner provided in, the By-Laws. Election of Directors need not be by written
ballot unless the By-Laws of the Corporation shall so provide.

     SIXTH: The Board of Directors may make, alter or repeal the By-Laws of the
Corporation except as otherwise provided in the By-Laws adopted by the
Corporation's stockholders.

     SEVENTH: The Directors and Officers of the Corporation shall be protected
from personal liability, through indemnification or otherwise, to the fullest
extent permitted under the DGCL as from time to time in effect.

     1. A Director or Officer of the Corporation shall under no circumstances
have any personal liability to the Corporation or its stockholders for monetary
damages for breach of fiduciary duty as a Director except for those breathes and
acts or omissions with respect to which


                                       -5-



the General Corporation Law of the State of Delaware, as from time to time
amended, expressly provides that this provision shall not eliminate or limit
such personal liability of Directors. Neither the modification or repeal of this
paragraph l of Article SEVENTH nor any amendment to said General Corporation Law
that does not have retroactive application shall limit the right of Directors
hereunder to exculpation from personal liability for any act or omission
occurring prior to such amendment, modification or repeal.

     2. The Corporation shall indemnify each Director and Officer of the
Corporation to the fullest extent permitted by applicable law, except as may be
otherwise provided in the Corporation's By-Laws, and in furtherance hereof the
Board of Directors is expressly authorized to amend the Corporation's By-Laws
from time to time to give full effect hereto, notwithstanding possible
self-interest of the Directors in the action being taken. Neither the
modification or repeal of this paragraph 2 of Article SEVENTH nor any amendment
to the General Corporation Law of the State of Delaware that does not have
retroactive application shall limit the right of Directors and Officers to
indemnification hereunder with respect to any act or omission occurring prior to
such modification, amendment or repeal.

     EIGHTH: The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.

                            [Signature page follows.]


                                       -6-



     IN WITNESS WHEREOF, the Company has caused this certificate to be signed as
of this 21st day of December, 1999.

                                NALCO CHEMICAL COMPANY


                                By: /s/ Edward J. Mooney
                                    --------------------------------------------
                                    Name: Edward J. Mooney
                                    Title: Chairman and Chief Executive Officer


                                       -7-



                           CERTIFICATE OF DESIGNATIONS
                       OF SERIES A VOTING PREFERRED STOCK
                                       OF
                             NALCO CHEMICAL COMPANY

     We, the undersigned duly authorized officers of Nalco Chemical Company, a
corporation organized and existing under and by virtue of the Delaware General
Corporation Law (the "Corporation"), in accordance with the provisions of
Section 151 thereof,

     DO HEREBY CERTIFY:

     That pursuant to the authority conferred upon the Board of Directors by the
Amended and Restated Certificate of Incorporation of the Corporation, the Board
of Directors on July 5, 2000, adopted the following resolution creating a series
of 75 shares of Series Preferred Stock, par value $1.00 per share, designated as
Series A Voting Preferred Stock:

     RESOLVED, that pursuant to the authority vested in the Board of Directors
by Article Fourth of the Amended and Restated Certificate of Incorporation of
the Corporation, a series of the Series Preferred Stock of the Corporation be,
and it hereby is created, and that the designation and amount thereof and the
voting powers, preferences and relative, participating, optional and other
special rights of the shares of such series, and the qualifications, limitations
or restrictions thereof are as follows:

     Section 1. Designation and Amount. The shares of such series shall be
designated as "Series A Voting Preferred Stock" (the "Voting Preferred"), and
the number of shares constituting such series shall be 75.

     Defined terms used in this Certificate and not defined herein shall have
the respective meanings given thereto in Section 9.

     Section 2. Dividends. The fixed dividend rate for the Voting Preferred
shall be $1,580,000 per share per annum, and no more. For each share of Voting
Preferred (a "Share"), dividends shall be calculated, and shall be cumulative
from and including the date of issuance of such Share to and including the date
of the liquidation, dissolution or winding up of the Corporation. Such dividends
shall accrue whether or not they have been declared and whether or not there are
profits, surplus or other funds of the Corporation legally available for the
payment of dividends. The date on which the Corporation initially issues any
Share shall be deemed to be its "date of issuance" regardless of the number of
times transfer of such Share is made on the



stock records maintained by or for the Corporation and regardless of the number
of certificates which may be issued to evidence such Share. The accumulation of
dividends on the Voting Preferred shall not bear interest. The aggregate amount
of accumulated dividends on each Share at any time shall be hereinafter called
the "Accrued Dividend Amount".

     Dividends accumulated and due in respect of the Voting Preferred shall be
payable out of the funds legally available therefor, when and as declared by the
Board of Directors, in cash annually on November 15 of each year, commencing
November 15, 2000 (except that if any such date is a Saturday, Sunday or legal
holiday, then such dividend shall be payable on the next day that is not a
Saturday, Sunday or legal holiday).

     Section 3. Liquidation.

     In the event of any liquidation, dissolution or winding up of the
Corporation (whether voluntary or involuntary), each holder of Voting Preferred
shall be entitled to receive, before any payment or distribution of the assets
of the Corporation is made to or set apart for the holders of any Junior
Securities, payment of an amount in cash equal to the aggregate Liquidation
Value of all Shares held by such holder plus an amount in cash corresponding to
the Accrued Dividend Amount thereon, and the holders of Voting Preferred shall
not be entitled to any further payment. If, upon any such liquidation,
dissolution or winding up of the Corporation, the assets of the Corporation, or
proceeds thereof, to be distributed among the holders of the Series Preferred
Stock are insufficient to permit payment in full to such holders of the
aggregate amount which they are entitled to be paid by their terms, then the
entire assets, or proceeds thereof, available to be distributed to the
Corporation's stockholders shall be distributed among such holders of Series
Preferred Stock ratably in accordance with the respective amounts which would be
payable on such shares if all amounts payable thereon were paid in full. Prior
to the liquidation, dissolution or winding up of the Corporation, the
Corporation shall declare for payment all accrued and unpaid dividends with
respect to the Voting Preferred, but only to the extent of funds of the
Corporation legally available for the payment of dividends. Not less than 60
days prior to the payment date stated therein, the Corporation shall mail
written notice of any such liquidation, dissolution or winding up to each record
holder of Voting Preferred, setting forth in reasonable detail the amount of
proceeds to be paid with respect to each Share and each other share of capital
stock of the Corporation in connection with such liquidation, dissolution or
winding up. Neither the consolidation or merger of the Corporation into or with
any other entity or entities (whether or not the Corporation is the surviving
entity), nor the sale, conveyance, exchange or transfer (for cash, shares of
stock, securities or other consideration) by the Corporation of all or
substantially all of its properties or assets, nor the reduction of the capital
stock of the Corporation, nor any other form of recapitalization or
reorganization affecting the Corporation shall be deemed to be a liquidation,
dissolution or winding up of the Corporation within the meaning of this Section
3.


                                       -2-



     The holder of any Voting Preferred shall not be entitled to receive any
payment owed for such Shares under this Section 3 until such holder shall cause
to be delivered to the Corporation (i) the certificate(s) representing such
Voting Preferred and (ii) transfer instrument(s) satisfactory to the Corporation
and sufficient to transfer such Shares to the Corporation free of any adverse
interest. No interest shall accrue on any payment upon this Section 3 after the
due date thereof.

     After payment of the full amount of the liquidating distribution to which
they are entitled, the holders of the Voting Preferred will not be entitled to
any further participation in any distribution of assets by the Corporation.

     Section 4. Priority of Voting Preferred on Dividends and Redemptions.

     So long as any Voting Preferred remains outstanding, the Corporation shall
not, nor shall it permit any Subsidiary to, redeem, purchase or otherwise
acquire directly or indirectly any Junior Securities, nor shall the Corporation
directly or indirectly declare or pay or set apart for payment any dividend on
any Junior Securities (other than a dividend payable in shares of Junior
Securities) unless full cumulative dividends have been declared and set aside
for payment on the Voting Preferred.

     Section 5. Voting Rights.

     The holders of Voting Preferred shall be entitled to vote on all matters
submitted to a vote of the stockholders of the Corporation, voting together with
the holders of Common Stock as one class. A holder of Voting Preferred shall be
entitled to one vote for each Share of Voting Preferred held by such holder.

     Except as otherwise required by law or as set forth herein, holders of
Voting Preferred shall have no special voting rights and their consent shall not
be required (except to the extent they are entitled to vote with holders of
Common Stock as set forth herein) for the taking of any corporate action;
provided, however, that the vote of holders of at least 66-13% of the
outstanding Shares of Voting Preferred, voting separately as a single class,
shall be necessary to adopt any alteration, amendment or repeal of any provision
of the Amended and Restated Certificate of Incorporation of the Corporation or
this Certificate (including any such alteration, amendment or repeal effected by
any merger or consolidation in which the Corporation is the surviving or
resulting corporation), if such alteration, amendment or repeal would alter or
change the powers, preferences, or special rights of the Shares of Voting
Preferred so as to affect them adversely.

     Section 6. Redemption at the Option of the Corporation.

     The Voting Preferred shall be redeemable, in whole or in part, at the
option of the Corporation at any time on or after July 31, 2020 at a cash
redemption price equal to the Liquidation Value, plus the Accrued Dividend
Amount to the date fixed for redemption.


                                       -3-



From and after the date fixed for redemption, dividends on Shares of Voting
Preferred called for redemption will cease to accrue, such shares will no longer
be deemed to be outstanding and all rights in respect of such Shares of the
Corporation shall cease, except the right to receive the redemption price. If
less than all of the outstanding Shares of Voting Preferred are to be redeemed,
the Corporation shall either redeem a portion of the Shares of each holder
determined pro rata based on the number of Shares held by each holder or shall
select the Shares to be redeemed by lot, as may be determined by the Board of
Directors of the Corporation.

     Unless otherwise required by law, notice of any redemption will be sent to
the holders of Voting Preferred not less than thirty (30) days nor more than
sixty (60) days prior to the redemption date. Each such notice shall state: (i)
the redemption date; (ii) the total number of Shares of the Voting Preferred to
be redeemed and, if fewer than all the Shares held by such holder are to be
redeemed, the number of such Shares to be redeemed from such holder, (iii) the
redemption price; (iv) the place or places where certificates for such Shares
are to be surrendered for payment of the redemption price; and (v) that
dividends on the Shares to be redeemed will cease to accrue on such redemption
date. Upon surrender of the certificate for any Shares so called for redemption
(properly endorsed or assigned for transfer, if the Board of Directors of the
Corporation shall so require and the notice shall so state), such Shares shall
be redeemed by the Corporation at the date fixed for redemption and at the
redemption price set forth above.

     Section 7. Registration of Transfer.

     The Corporation shall keep at its principal office a register for the
registration of Voting Preferred. Upon the surrender of any certificate
representing Voting Preferred at such place, the Corporation shall, at the
request of the record holder of such certificate, execute and deliver (at the
Corporation's expense) a new certificate or certificates in exchange therefor
representing in the aggregate the number of Shares represented by the
surrendered certificate. Each such new certificate shall be registered in such
name and shall represent such number of Shares as is requested by the holder of
the surrendered certificate and shall be substantially identical in form to the
surrendered certificate, and dividends shall accrue on the Voting Preferred
represented by such new certificate from the date to which dividends commenced
accruing on such Voting Preferred represented by the surrendered certificate.

     Section 8. Replacement.

     Upon receipt of evidence reasonably satisfactory to the Corporation of the
ownership and the loss, theft, destruction or mutilation of any certificate
evidencing Shares of Voting Preferred, and in the case of any such loss, theft
or destruction, upon receipt of indemnity reasonably satisfactory to the
Corporation (or, in the case of any such mutilation upon surrender of such
certificate) the Corporation shall (at its expense) execute and deliver in lieu
of such certificate a new certificate of like kind representing the number of
Shares of such class represented by such


                                       -4-



lost, stolen, destroyed or mutilated certificate and dated the date of such
lost, stolen, destroyed or mutilated certificate, and dividends shall accrue on
the Voting Preferred represented by such new certificate from the date to which
dividends have been fully paid on such lost, stolen, destroyed or mutilated
certificate.

     Section 9. Definitions. For purposes of this Certificate, the following
terms shall have the meanings indicated:

     "Accrued Dividend Amount" shall have the meaning given thereto in Section
2.

     "Common Stock" means the Corporation's Common Stock, par value $0.01 per
share.

     "Junior Securities" means the Common Stock and any other class of stock of
the Corporation which by its terms shall rank junior to the Series Preferred
Stock as to dividends and as to the distribution of assets on liquidation.

     "Liquidation Value" of any Share as of any particular date shall be equal
to $20,000,000.

     "Person" means an individual, a partnership, a corporation, a limited
liability company, a limited liability, an association, a joint stock company, a
trust, a joint venture, an unincorporated organization and a governmental entity
or any department, agency or political subdivision thereof.

     "Series Preferred Stock" means the Corporation's Series Preferred Stock,
par value $1.00 per share.

     "Share" has the meaning given thereto in Section 2.

     "Subsidiary" means, with respect to any Person, any corporation, limited
liability company, partnership, association or other business entity of which
(i) if a corporation, a majority of the total voting power of shares of stock
entitled (without regard to the occurrence of any contingency) to vote in the
election of directors, managers or trustees thereof is at the time owned or
controlled, directly or indirectly, by that Person or one or more of the other
Subsidiaries of that Person or a combination thereof, or (ii) if a limited
liability company, partnership, association or other business entity, a majority
of the partnership or other similar ownership interest thereof is at the time
owned or controlled, directly or indirectly, by any Person or one or more
Subsidiaries of that person or a combination thereof. For purposes hereof, a
Person or Persons shall be deemed to have a majority ownership interest in a
limited liability company, partnership, association or other business entity if
such Person or Persons shall be allocated a majority of limited liability
company, partnership, association or other business entity gains or losses or
shall be or control the managing general partner of such limited liability
company, partnership, association or other business entity.


                                       -5-



     "Voting Preferred" has the meaning given thereto in Section 1.

     Section 10. Notices.

     Except as otherwise expressly provided hereunder, all notices referred to
herein shall be in writing and shall be delivered by registered or certified
mail, return receipt requested and postage prepaid, or by reputable overnight
courier service, charges prepaid and shall be deemed to have been given when so
mailed or sent (i) to the Corporation, at its principal executive offices and
(ii) to any stockholder, at such holder's address as it appears in the stock
records of the Corporation (unless otherwise indicated by any such holder).

     Section 11. Reacquired Shares.

     Any Shares of Voting Preferred redeemed, purchased or otherwise acquired by
the Corporation in any manner whatsoever shall be retired and cancelled promptly
after the acquisition thereof. All such Shares shall upon their cancellation
become authorized but unissued shares of Series Preferred Stock and may be
reissued as part of a new series of Series Preferred Stock to be created by
resolution or resolutions of the Board of Directors.


                                       -6-



     IN WITNESS WHEREOF, the undersigned have executed this certificate as of
the 7th day of July, 2000.

                                        NALCO CHEMICAL COMPANY


                                        By: /s/ S. D. Newlin
                                            ------------------------------------
                                            Name: S. D. Newlin
                                            Title: President

Attest:


By: /s/ J. Michael Newton
    ------------------------------------
    Name: J. Michael Newton
    Title: Vice President, General
           Counsel & Corporate Secretary


                                       -7-



                            CERTIFICATE OF AMENDMENT
                                       OF
                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                             NALCO CHEMICAL COMPANY

                    Adopted in accordance with the provisions
                    of Section 242 of the General Corporation
                          Law of the State of Delaware

     The undersigned, being the Vice President of Nalco Chemical Company (the
"Corporation"), a corporation organized and existing under and by virtue of the
General Corporation Law of the State of Delaware (the "GCL"), does hereby
certify:

     1. That the Restated Certificate of Incorporation of the Corporation is
hereby amended by changing Article FIRST thereof so that, as amended, said
Article FIRST shall read in its entirety as follows:

     "FIRST: The name of the Corporation is ONDEO Nalco Company."

     2. That the foregoing amendment of the Restated Certificate of
Incorporation of the Corporation has been duly adopted in accordance with
Section 242 of the GCL.

     3. That the Board of Directors of the Corporation duly adopted resolutions
setting forth the foregoing amendment, declaring said amendment to be advisable
and referring such amendment to the stockholders of the Corporation for
consideration thereof.

     4. That the foregoing amendment has been duly approved and adopted in
accordance with the provisions of the GCL by the unanimous written consent of
the stockholders of the Corporation on March 16, 2001 in accordance with the
provisions of Section 228 of the GCL.

     IN WITNESS WHEREOF, the undersigned has caused this Certificate to be
signed this 19th day of March, 2001.

                                        NALCO CHEMICAL COMPANY


                                        By: /s/ J. Michael Newton
                                            ------------------------------------
                                            Name: J. Michael Newton
                                            Title: Vice President



                          CERTIFICATE OF OWNERSHIP AND
                        MERGER OF SUBSIDIARY INTO PARENT

                       CERTIFICATE OF OWNERSHIP AND MERGER
                                     MERGING
                               PERMACARE USA, INC.
                                      INTO
                               ONDEO NALCO COMPANY
                     (Pursuant to Section 253 of the General
                          Corporation Law of Delaware)

     ONDEO Nalco Company, a Delaware corporation (the "Corporation"), does
hereby certify:

     FIRST: That the Corporation is incorporated pursuant to the General
Corporation Law of the State of Delaware.

     SECOND: That the Corporation owns all of the outstanding shares of each
class of the capital stock of PermaCare USA, Inc., a Delaware corporation.

     THIRD: That the Corporation, by the following resolutions of its Board of
Directors, duly adopted on the 6th Day of April 2001, determined to merge into
itself PermaCare USA, Inc. on the conditions set forth in such resolutions:

     RESOLVED, that ONDEO Nalco Company merge into itself its subsidiary
PermaCare USA, Inc., and assume all of said subsidiary's liabilities and
obligating,

     FURTHER RESOLVED, that the President or any Vice President be and they
hereby are directed to make, execute and acknowledge a certificate of ownership
and merger setting forth a copy of the resolution to merge said PermaCare USA,
Inc. into this corporation and to assume said subsidiary's liabilities and
obligations and the date of adoption thereof and to file the same in the office
of the Secretary of State of Delaware and a certified copy thereof in the Office
of the Recorder of Deeds of any county.

     IN WITNESS WHEREOF, said ONDEO Nalco Company has caused this Certificate to
be signed by J. Michael Newton, its authorized officer, this 11th day of May
2001.

                                        ONDEO NALCO COMPANY


                                        By: /s/ J. Michael Newton
                                            ------------------------------------
                                            Name: J. Michael Newton
                                            Title: Vice President



                          CERTIFICATE OF OWNERSHIP AND
                        MERGER OF SUBSIDIARY INTO PARENT

                       CERTIFICATE OP OWNERSHIP AND MERGER
                                     MERGING
                          CHEMCO WATER TECHNOLOGY, INC.
                                      INTO
                               ONDEO NALCO COMPANY
                     (Pursuant to Section 253 of the General
                          Corporation Law of Delaware)

     ONDEO Nalco Company, a Delaware corporation (the "Corporation"), does
hereby certify:

     FIRST: That the Corporation is incorporated pursuant to the General
Corporation Law of the State of Delaware.

     SECOND: That the Corporation owns all of the outstanding shares of each
class of the capital stock of CHEMCO WATER TECHNOLOGY, INC., a Delaware
corporation.

     THIRD: That the Corporation, by the following resolutions of its Board of
Directors, duly adopted on the 6th Day of April 2001, determined to merge into
itself CHEMCO WATER TECHNOLOGY, INC. on the conditions set forth in such
resolutions:

     RESOLVED, that ONDEO Nalco Company merge into itself its subsidiary CHEMCO
WATER TECHNOLOGY, INC., and assume all of said subsidiary's liabilities and
obligation;

     FURTHER RESOLVED, that the President or any Vice President be and they
hereby are directed to make, execute and acknowledge a certificate of ownership
and merger setting forth a copy of the resolution to merge said CHEMCO WATER
TECHNOLOGY, INC. into this corporation and to assume said subsidiary's
liabilities and obligations and the date of adoption thereof and to file the
same in the office of the Secretary of State of Delaware and a certified copy
thereof in the Office of the Recorder of Deeds of any county.

     IN WITNESS WHEREOF, said ONDEO Nalco Company has caused this certificate to
be signed by J. Michael Newton, its authorized officer, this Thursday, June 28,
2001.

                                        ONDEO NALCO COMPANY


                                        By: /s/ J. Michael Newton
                                            ------------------------------------
                                            Name: J. Michael Newton
                                            Title: Vice President - General
                                                   Counsel and Corporate
                                                   Secretary



                          CERTIFICATE OF OWNERSHIP AND
                        MERGER OF SUBSIDIARY INTO PARENT

                       CERTIFICATE OF OWNERSHIP AND MERGER
                                     MERGING
                                TEXO CORPORATION
                                      INTO
                               ONDEO NALCO COMPANY
                     (Pursuant to Section 253 of the General
                          Corporation Law of Delaware)

     ONDEO Nalco Company, a Delaware corporation (the "Corporation"), does
hereby certify:

     FIRST: That the Corporation is incorporated pursuant to the General
Corporation Law of the State of Delaware.

     SECOND: That the Corporation owns all of the outstanding shares of each
class of the capital stock of TEXO CORPORATION, a Delaware corporation.

     THIRD: That the Corporation, by the following resolutions of its Board of
Directors, duly adopted on the 6th Day of April 2001, determined to merge into
itself TEXO CORPORATION on the conditions set forth in such resolutions:

     RESOLVED, that ONDEC Nalco Company merge into itself its subsidiary TEXO
CORPORATION, and assume all of said subsidiary's liabilities and obligations;

     FURTHER RESOLVED, that the President or any Vice President be and they
hereby are directed to make, execute and acknowledge a certificate of ownership
and merger setting forth a copy of the resolution to merge said TEXO CORPORATION
into this corporation and to assume said subsidiary's liabilities and
obligations and the date of adoption thereof and to file the same in the office
of the Secretary of State of Delaware and a certified copy thereof is the Office
of the Recorder of Deeds of any county.

     IN WITNESS WHEREOF, said ONDEO Nalco Company has caused this certificate to
be signed by J. Michael Newton, its authorized officer, this Thursday, June 28,
2001.

                                        ONDEO NALCO COMPANY


                                        By: /s/ J. Michael Newton
                                            ------------------------------------
                                            Name: J. Michael Newton
                                            Title: Vice President - General
                                                   Counsel and Corporate
                                                   Secretary



                          CERTIFICATE OF OWNERSHIP AND
                        MERGER OF SUBSIDIARY INTO PARENT

                       CERTIFICATE OF OWNERSHIP AND MERGER
                                     MERGING
                         CHEM TECHNOLOGIES, INCORPORATED
                                      INTO
                               ONDEO NALCO COMPANY
                     (Pursuant to Section 253 of the General
                          Corporation Law of Delaware)

     ONDEO Nalco Company, a Delaware corporation (the "Corporation'), does
hereby certify:

     FIRST: That the Corporation is incorporated pursuant to the General
Corporation Law of the State of Delaware.

     SECOND: That the Corporative owns all of the outstanding shares of each
class of the capital stock of CHEM TECHNOLOGIES, INCORPORATED, a Delaware
corporation.

     THIRD That the Corporation, by the following resolutions of its Board of
Directors, duly adopted on the 6th Day of April 2001, determined to merge into
itself CHEM TECHNOLOGIES, INCORPORATED on the conditions set forth in such
resolutions:

     RESOLVED, that ONDEO Nalco Company merge into itself its subsidiary CHEM
TECHNOLOGIES, INCORPORATED, and assume all of said subsidiary's liabilities and
obligations.

     FURTHER RESOLVED, that the President or any Vice President be and they
hereby are directed to make, execute and acknowledge a certificate of ownership
and merger setting forth a copy of the resolution to merge said CHEM
TECHNOLOGIES, INCORPORATED into this corporation and to assume said subsidiary's
liabilities and obligations and the date of adoption thereof and to file the
same in the office of the Secretary of State of Delaware and a certified copy
thereof in the Office of the Recorder of Deeds of any country.

     IN WITNESS WHEREOF, said ONDEO Nalco Company has caused this certificate to
be signed by J. Michael Newton, its authorized officer, this Monday, December
31, 2001.

                                        ONDEO NALCO COMPANY


                                        By: /s/ J. Michael Newton
                                            ------------------------------------
                                            Name: J. Michael Newton
                                            Title: Vice President - General
                                                   Counsel and Corporate
                                                   Secretary



                          CERTIFICATE OF OWNERSHIP AND
                        MERGER OF SUBSIDIARY INTO PARENT

                       CERTIFICATE OF OWNERSHIP AND MERGER
                                     MERGING
                         TRIDENT CHEMICAL COMPANY, INC.
                                      INTO
                               ONDEO NALCO COMPANY
                     (Pursuant to Section 253 of the General
                          Corporation Law of Delaware)

     ONDEO Nalco Company, a Delaware corporation (the "Corporation"), does
hereby certify:

     FIRST: That the Corporation is incorporated pursuant to the General
corporation Law of the State of Delaware.

     SECOND: That the Corporation owns all of the outstanding shares of each
class of the capital stock of TRIDENT CHEMICAL COMPANY, INC., a Delaware
corporation.

     THIRD: That the corporation, by the following resolutions of the Board of
Directors, duly adopted on the 7th Day of March 2002, determined to merge into
TRIDENT CHEMICAL COMPANY, INC. an the conditions set forth in such resolutions:

     RESOLVED, that ONDEO Nalco Company merge into itself its subsidiary TRIDENT
CHEMICAL COMPANY, INC., and assume all of said subsidiary's liabilities and
obligations;

     FURTHER RESOLVED that the President or any Vice President be and they
hereby are directed to make, execute and acknowledge a certificate of ownership
and merger setting forth a copy of the resolution to merge said TRIDENT CHEMICAL
COMPANY, INC. into this corporation and to assume said subsidiary's liabilities
and obligations and the date of adoption thereof and to file the same in the
office of the Secretary of State of Delaware and a certified copy thereof is the
Office of the Recorder of Deeds of any county.

     IN WITNESS WHEREOF, said ONDEO Nalco Company has caused this certificate to
be signed by J. Michael Newton, its authorized officer, this Thursday, June 28,
2001.

                                        ONDEO NALCO COMPANY


                                        By: /s/ J. Michael Newton
                                            ------------------------------------
                                            Name: J. Michael Newton
                                            Title: Vice President - General
                                                   Counsel and Corporate
                                                   Secretary



                       CERTIFICATE OF OWNERSHIP AND MERGER
                                     MERGING
                      NALCO DIVERSIFIED TECHNOLOGIES, INC.
                                      INTO
                               ONDEO NALCO COMPANY

     Ondeo Nalco Company, a corporation organized and existing under the laws of
Delaware,

     DOES HEREBY CERTIFY:

     FIRST: That this corporation is incorporated pursuant to the General
Corporation Law of the State of Delaware.

     SECOND: That this corporation owns all of the outstanding shares of each
class of the stock of Nalco Diversified Technologies, Inc., a corporation
incorporated pursuant to the General Corporation Law of the State of Delaware.

     THIRD: That this corporation, by the following resolutions of its Board of
Directors, duly adopted by the unanimous written consent of its members filed
with the minutes of the Board on the 23rd day of December, 2002, determined to
and did merge into itself said Nalco Diversified Technologies, Inc.

     RESOLVED, that Ondeo Nalco Company merge, and it hereby does merge into
itself Nalco Diversified Technologies, Inc., and assumes all of its obligations;

     FURTHER RESOLVED, that the merger shall be effective upon the date of
filing with the Secretary of State of Delaware;

     FURTHER RESOLVED, that the proper officer of this corporation be and he or
she is hereby directed to make and execute a Certificate of Ownership and Merger
setting forth a copy of the resolutions to merge said Nalco Diversified
Technologies, Inc. and assume its liabilities and obligations, and the date of
adoption thereof, and to cause the same to be filed with the Secretary of State
and to do all acts and things whatsoever, whether within or without the State of
Delaware, which may be in anywise necessary or proper to effect said merger;

     IN WITNESS WHEREOF, said Ondeo Nalco Company has caused this Certificate to
be signed by J. Michael Newton, its authorized officer this 4th day of February,
2003.


                                        By: /s/ J. Michael Newton
                                            ------------------------------------
                                            Name: J. Michael Newton
                                            Title: Vice President - General
                                                   Counsel and Corporate
                                                   Secretary



                           CERTIFICATE OF AMENDMENT OF
                         CERTIFICATE OF INCORPORATION OF
                               ONDEO NALCO COMPANY

                    Adopted in accordance with the provisions
                    of Section 242 of the General Corporation
                          Law of the State of Delaware

     The undersigned, being the Assistant Secretary of Ondeo Nalco Company (the
"Corporation"), a corporation organized under the General Corporation Law of the
State of Delaware (the "DGCL"), does hereby certify:

     1.   That the Certificate of Incorporation of the Corporation, as amended,
          is hereby amended by amending the first sentence of Section 6 of the
          Certificate of Designations of Series A Voting Preferred Stock of
          Nalco Chemical Company, filed with the Office of the Secretary of
          State of the State of Delaware on July 7, 2000 (the "Certificate of
          Designations"), to read as follows:

          "The Voting Preferred shall be redeemable, in whole or in part, at the
     option of the Corporation at any time on or after October 29, 2003 at a
     cash redemption price equal to the Liquidation Value, plus the Accrued
     Dividend Amount to the date fixed for redemption."

     2.   That the Certificate of Incorporation of the Corporation, as amended,
          is hereby amended by amending the first sentence of the third
          paragraph of Section 6 of the Certificate of Designations to read as
          follows:

          "Unless otherwise required by law, notice of any redemption will be
     sent to the holders of Voting Preferred not less than thirty (30) days nor
     more than sixty (60) days prior to the redemption date, unless such holders
     agree in writing to waive such notice."

     3.   That the Board of Directors of the Corporation duly adopted
          resolutions setting forth the foregoing amendment, declaring said
          amendment to be advisable and referring such amendment to the
          stockholders of the Corporation for consideration thereof.

     4.   That the foregoing amendment of the Certificate of Incorporation of
          the Corporation, as amended, has been duly adopted in accordance with
          Section 242 of the DGCL.

     IN WITNESS WHEREOF, the undersigned has caused this Certificate to be
signed as of the 30th day of October 2003.


                                            /s/ Michael P. Murphy
                                            ------------------------------------
                                            Michael P. Murphy
                                            Assistant Secretary



                            CERTIFICATE OF AMENDMENT

                                     OF THE

                      RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                               ONDEO NALCO COMPANY

                    Adopted in accordance with the provisions
                    of Section 242 of the General Corporation
                          Law of the State of Delaware

          The undersigned, being the Assistant Secretary of Ondeo Nalco Company
(the "Corporation"), a corporation organized and existing under and by virtue of
the General Corporation Law of the State of Delaware (the "GCL"), does hereby
certify:

          1. That the Restated Certificate of Incorporation of the Corporation
is hereby amended by changing Article FIRST thereof so that, as amended, said
Article FIRST shall read in it entirety as follows:

               "FIRST: The name of the Corporation is Nalco Company."

          2. That the foregoing amendment of the Restated Certificate of
Incorporation of the Corporation has been duly adopted in accordance with
Section 242 of the GCL.

          3. That the Board of Directors of the Corporation duly adopted
resolutions setting forth the foregoing amendment, declaring said amendment to
be advisable and referring such amendment to the stockholders of the Corporation
for consideration thereof.

          4. That the foregoing amendment has been duly approved and adopted in
accordance with the provisions of the GCL by the written consent of the sole
stockholder of the Corporation on November 4, 2003 in accordance with the
provisions of Section 228 of the GCL.

          IN WITNESS WHEREOF, the undersigned has caused this Certificate to be
signed this 4th day of November 2003.

                                        ONDEO NALCO COMPANY


                                        By: /s/ Michael P. Murphy
                                            ------------------------------------
                                            Name: Michael P. Murphy
                                            Title: Assistant Secretary