EXHIBIT 10.61

                                AMENDMENT NO. 5

            THIS AMENDMENT NO. 5 TO THE RECEIVABLES TRANSFER AGREEMENT (the
"Amendment") is entered into as of December 31, 2005 by and among Nalco
Receivables LLC, as transferor (the "Transferor"), Nalco Company ("NALCO" and
together with the Transferor, the "Nalco Parties"), as Collection Agent, Park
Avenue Receivables Company, LLC, as a CP Issuer and JPMorgan Chase Bank, N.A.,
as a Funding Agent, an APA Bank and as Administrative Agent. Defined terms used
herein and not otherwise defined herein shall have the meaning given to them in
the RTA (defined below).

                             PRELIMINARY STATEMENTS

            A.    The Transferor, NALCO, the Transferees, the Funding Agent and
the Administrative Agent are parties to that certain Receivables Transfer
Agreement among the parties referred to above dated as of June 25, 2004, as
amended by (i) Waiver and Amendment No. 1 among the parties referred to above
entered into as of March 30, 2005, (ii) Amendment No. 2 among the parties
referred to above entered into as of June 30, 2005, (iii) Amendment No. 3 among
the parties referred to above entered into as of September 30, 2005, and (iv)
Amendment No. 4 among the parties referred to above entered into as of December
31, 2005 (the "RTA").

            B.    The Transferor has requested an amendment of certain+
provisions of the RTA.

            C.    The Transferees, the Funding Agents, the Required APA Banks
and the Administrative Agent have agreed to such request on and subject to the
terms and conditions hereinafter set forth.

            D.    JPMorgan Chase Bank, N.A. is the only APA Bank as of the date
hereof and constitutes the Required APA Banks.

            NOW, THEREFORE, in consideration of the premises set forth above,
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto hereby agree as follows:

            1.    Accuracy of Preliminary Statements. The parties agree that the
foregoing Preliminary Statements are true and correct in all respects.

            2.    Amendments. Section 7.1(l) and Section 7.1(m) of the RTA are
hereby amended to read in their entirety as follows:

            "(l)  the average Default Ratio for the three (3) preceding Monthly
Settlement Periods exceeds 2.65% (except 3.75% in the case of each of the
Monthly Settlement Periods ending on the last day of each month from and
including March, 2005 to and including February, 2006); or"




            "(m)  the average Delinquency Ratio for the three (3) preceding
      Monthly Settlement Periods exceeds 5.80% (except 8.50% in the case of each
      of the Monthly Settlement Periods ending on the last day of each month
      from and including March, 2005 to and including February, 2006); or"

            3.    Condition Precedent. This Amendment shall become effective and
be deemed effective as of the date first above written (the "Effective Date")
upon receipt by the Administrative Agent of an executed counterpart of this
Amendment from each of the parties hereto.

            4.    Covenants, Representations and Warranties of the Nalco
Parties.

            (a)   On the Effective Date, each of the Nalco Parties hereby
reaffirms all covenants, representations and warranties made by such Nalco Party
in the RTA, to the extent the same are not modified hereby and agrees that all
such covenants, representations and warranties shall be deemed to have been
re-made as of the Effective Date.

            (b)   Each of the Nalco Parties hereby represents and warrants that
this Amendment constitutes the legal, valid and binding obligation of such Nalco
Party, enforceable against such Nalco Party in accordance with its terms. The
execution, delivery and performance by each Nalco Party of this Amendment: (i)
are within such Nalco Party's power; (ii) have been duly authorized by all
necessary or proper corporate action; (iii) are not in contravention of any
provision of such Nalco Party's certificate of incorporation, bylaws or other
organizational documents; (iv) will not violate any law applicable to such Nalco
Party; (v) will not conflict with or result in the breach or termination of,
constitute a default under or accelerate any performance required by, any
indenture, mortgage, deed of trust, lease, agreement or other instrument to
which such Nalco Party is a party or by which such Nalco Party or any of its
respective property is bound; (vi) will not result in the creation or imposition
of any lien upon any of the property of such Nalco Party; and (vii) do not
require the consent or approval of any governmental authority or any other
Person, except those which were duly obtained, made or complied with prior to
the Effective Date.

            5.    Reference to and Effect on the RTA.

            (a)   On the Effective Date, each reference in the RTA and in each
of the other Transaction Documents to "this Agreement," "hereunder," "hereof,"
"herein," or words of like import shall mean and be a reference to the RTA as
modified hereby, and each reference to the RTA in any other document, instrument
or agreement executed and/or delivered in connection with the RTA shall mean and
be a reference to the RTA as modified hereby.

            (b)   Except as specifically modified hereby, the RTA, each of the
other Transaction Documents and all other documents, instruments and agreements
executed and/or delivered in connection therewith shall remain in full force and
effect and are hereby ratified and confirmed.

            (c)   Except as expressly provided in Section 2 hereof, the
execution, delivery and effectiveness of this Amendment shall not operate as a
waiver of any right, power or remedy of the Transferees, the Funding Agents or
the Administrative Agent under the RTA or any of the




other Transaction Documents, nor constitute a waiver of, amendment of, consent
to or other modification of any other term, provision, Termination Event, or of
any term or provision of any other Transaction Document, or of any transaction
or further or future action of the Transferor which would require the consent of
the Transferees, the Funding Agents or the Administrative Agent under the RTA.
Without limiting the generality of the foregoing, the execution, delivery and
effectiveness of this Amendment shall not entitle the Transferor to a waiver of
any existing or hereafter arising Termination Event, nor shall the execution and
delivery of this Amendment by the Transferees, the Funding Agents or the
Administrative Agent establish a course of dealing among the Transferees, the
Funding Agents, the Administrative Agent and the Transferor or in any other way
obligate the Transferees, the Funding Agents or the Administrative Agent to
hereafter provide any waiver or extension to the Transferor for the payment or
performance by the Transferor of its obligations under the RTA and the
Transaction Documents prior to the enforcement by the Transferees, the Funding
Agents and the Administrative Agent of any of their respective rights and
remedies under the RTA and the other Transaction Documents.

            6.    GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

            7.    Execution in Counterparts. This Amendment may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed to be
an original and all of which taken together shall constitute but one and the
same instrument.

            8.    Headings. Section headings in this Amendment are included
herein for convenience or reference only and shall not constitute a part of this
Amendment for any other purpose.


                             SIGNATURE PAGE FOLLOWS



            IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed by their respective officers thereto duly authorized as of the date
first written above.


                              NALCO RECEIVABLES LLC,
                              as Transferor


                              By: /s/ Susan F. Buchanan
                                  Name:     Susan F. Buchanan
                                  Title:    Assistant Treasurer


                              NALCO COMPANY, as Collection Agent


                              By: /s/ Susan F. Buchanan
                                  Name:     Susan F. Buchanan
                                  Title:    Assistant Treasurer




                              PARK AVENUE RECEIVABLES COMPANY, LLC

                              By: JPMorgan Chase Bank, N.A., as attorney-in-fact


                              By: /s/ Brian J. Zimmer
                                  Name:     Brian J. Zimmer
                                  Title:    Vice President


                              JPMORGAN CHASE BANK, N.A., as an APA Bank,
                              a Funding Agent and as Administrative Agent


                              By: /s/ Brian J. Zimmer
                                  Name:     Brian J. Zimmer
                                  Title:    Vice President