SecProbe.io

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      July 28, 2005

Via Facsimile

Stephen N. Landsman, Esq.
General Counsel
Nalco Holding Company
1601 West Diehl Road
Naperville, IL 60563

Re:	Nalco Holding Company
	Registration Statement on Form S-1
      File No. 333-126642
      Filed July 15, 2005

Dear Mr. Landsman:

      We have limited our review of your filing to those issues we
have addressed in our comments.  Where indicated, we think you
should
revise your document in response to these comments.  If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure.  After reviewing this information, we may raise
additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Cover

1. Please disclose here that the selling shareholder is owned
partly
by members of management.

Principal Stockholders and Selling Stockholders, page 96

2. Please disclose the number of shares being offered by the
selling
stockholder as soon as possible as required by Item 507 of
Regulation
S-K.

3. Please clarify by way of footnote to the table or other manner
the
nature of any position, office or other material relationship that
each Nalco LLC unit holder listed has had with you within the past
three years pursuant to Item 507 of Regulation S-K

4. Please disclose the natural persons with voting or investment
control over Nalco LLC.

Underwriting, page 121

5. Prior to the effectiveness of your registration statement,
please
provide us with a copy of the letter or call from the NASD
indicating
that the NASD has no objection to the underwriting compensation
described in the filing.

6. We note that some members of the underwriting syndicate will
engage in Internet distributions.  Please tell us which members
will
engage in any electronic offer, sale or distribution of the shares
and provide us with a description of their procedures.  Briefly
describe any electronic distribution in the filing, and confirm,
if
true, that the procedures you will follow with respect to any
electronic distribution will be consistent with those previously
described to and cleared by the Office of Chief Counsel of the
Division of Corporation Finance.

7. We note that an electronic prospectus will be made available on
websites maintained by the underwriters.  Please tell us whether
you
or the underwriters have any arrangements with a third party to
host
or access your registration statement on the Internet.  If so,
identify the party and the website, describe the material terms of
your agreement, and provide us with a copy of any written
agreement.
Provide us also with copies of all information concerning your
company or registration statement that has appeared on their
website.
Again, if you subsequently enter into any such arrangements,
promptly
supplement your response.

8. If the company or the underwriters intend to engage in a
directed
share program in conjunction with this offering, please describe
to
us the mechanics of how and when these shares were or will be
offered
and sold to investors in the directed share program for this
offering.  For example, tell us how the prospective recipients and
number of reserved shares is determined.  Tell us how and when the
company and underwriter notified or will notify the directed share
investors, including the types of communications used.  Discuss
the
procedures these investors must follow in order to purchase the
offered securities, including how and when any communications are
sent or received or funds are received by the underwriters or you.
How do the procedures for the directed share program differ from
the
procedures for the general offering to the public?  Provide us
with
copies of all written communications with prospective purchasers
about the directed share program.

Exhibits

9. Please allow us sufficient time to review your underwriting
agreement and legality opinion prior to requesting effectiveness
of
the registration statement.

Closing Comments

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision.  Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

?	the company may not assert staff comments and the declaration
of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further
review before submitting a request for acceleration.  Please
provide
this request at least two business days in advance of the
requested
effective date.

      Please contact Craig Slivka at (202) 942-7470 or the
undersigned branch Chief who supervised review of this filing at
(202) 551-3767 with any questions.

      Sincerely,

      Jennifer Hardy
      Branch Chief

CC:	Edward Tolley
      Richard Finyes
	212-455-2502
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Stephen N. Landsman, Esq.
Nalco Holding Company
Page 1 of 4

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0404

         DIVISION OF
CORPORATION FINANCE

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