UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities and Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~August~~ 30October 28, 2011 ~~(August 29, 2011)~~

NALCO HOLDING COMPANY

(Exact name of registrant as specified in its charter)

Delaware	~~001-32342~~	16001-~~1701300~~32342	16-1701300
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State of Incorporation)		(Commission File Number)	(IRS Employer Identification Number)

1601 W. Diehl Rd., Naperville, IL 60563 ~~(Address of principal executive offices and Zip Code)~~

~~Registrant’s telephone number, including area code:~~ 630-305-1000

~~Not~~Check ~~applicable~~the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

x	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule ~~13e~~14d-42(cb) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01

Other Events

On ~~August 29~~October 28, 2011, Nalco Holding Company, ~~a Delaware corporation~~ (“Nalco”) ~~(NYSE: NLC)~~ issued a press release announcing that it has ~~received~~set ~~notice~~a ~~from~~record ~~the~~date ~~United~~and ~~States~~meeting ~~Federal~~date ~~Trade~~for ~~Commission~~a ofspecial ~~early~~meeting ~~termination~~ of ~~the~~its ~~waiting~~stockholders ~~period~~to ~~under~~consider ~~the~~and ~~Hart-Scott-Rodino~~vote ~~Antitrust~~upon ~~Act~~a ofproposal ~~1976~~to inadopt ~~connection with~~ the previously announced ~~merger~~Agreement and Plan of ~~Nalco~~Merger ~~and~~dated ~~Ecolab~~July 19, ~~Inc.~~2011, aamong ~~Delaware~~Nalco, ~~corporation (NYSE: ECL)~~Ecolab Inc. ~~The~~ ~~merger~~and ~~agreement~~Sustainability isPartners ~~subject~~Corporation, toa ~~customary~~wholly-owned ~~regulatory~~subsidiary ~~and~~of ~~shareholder~~Ecolab. ~~approvals~~Stockholders ~~and~~will isalso ~~expected~~vote toon ~~close~~a innon-binding ~~the~~advisory ~~fourth~~proposal ~~quarter~~to ofapprove ~~2011. A~~the ~~copy~~compensation ofthat ~~the~~may become ~~press~~payable ~~release~~to isNalco’s ~~attached~~named asexecutive ~~Exhibit~~officers ~~99.1~~in toconnection ~~this~~with ~~Current~~the ~~Report~~completion onof ~~Form~~the ~~8-K~~merger.

The special meeting of stockholders will be held at the Nalco Company Corporate Offices at 1601 West Diehl Road, Naperville, Illinois, 60563-1198 on Wednesday, November 30, 2011 at 10:00 a.m., local time. All Nalco stockholders of record at the close of business on October 11, 2011 will be entitled to notice of the special meeting and to vote at the special meeting.

Cautionary Statements Regarding Forward-Looking Information

This communication contains certain statements relating to future events and our intentions, beliefs, expectations and predictions for the future which are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Words or phrases such as “will likely result,” “are expected to,” “will continue,” “is anticipated,” “we believe,” “we expect,” “estimate,” “project,” “may,” “will,” “intend,” “plan,” “believe,” “target,” “forecast” (including the negative or variations thereof) or similar terminology used in connection with any discussion of future plans, actions or events generally identify forward-looking statements. ~~These~~ These forward-looking statements include, but are not limited to, statements regarding benefits of the merger, integration plans and expected synergies, the expected timing of completion of the merger, and anticipated future financial and operating performance and results, including estimates for growth. These statements are based on the current expectations of management of ~~Nalco~~Ecolab and ~~Ecolab~~Nalco, as applicable. There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements included in this communication. These risks and uncertainties include (i) the risk that the stockholders of Nalco may not adopt the merger agreement, (ii) the risk that the stockholders of Ecolab may not approve the issuance of Ecolab common stock to Nalco stockholders in the merger, (iii) the risk that the companies may be unable to obtain regulatory approvals required for the merger, or that required regulatory approvals may delay the merger or result in the imposition of conditions that could have a material adverse effect on the combined company or cause the companies to abandon the merger, (iv) the risk that the conditions to the closing of the merger may not be satisfied, (v) the risk that a material adverse change, event or occurrence may affect ~~Nalco~~Ecolab or ~~Ecolab~~Nalco prior to the closing of the merger and may delay the merger or cause the companies to abandon the merger, (vi) the risk that an unsolicited offer by another company to acquire shares or assets of ~~Nalco~~Ecolab or ~~Ecolab~~Nalco could interfere with or prevent the merger, (vii) problems that may arise in successfully integrating the businesses of the companies, which may result in the combined company not operating as effectively and efficiently as expected, (viii) the possibility that the merger may involve unexpected costs, unexpected liabilities or unexpected delays, (ix) the risk that the credit ratings of the combined company or its subsidiaries may be different from what the companies currently expect, (x) the risk that the businesses of the companies may suffer as a result of uncertainty surrounding the merger and (xi) the risk that disruptions from the transaction will harm relationships with customers, employees and suppliers.

Other unknown or unpredictable factors could also have material adverse effects on future results, performance or achievements of ~~Nalco~~Ecolab, ~~Ecolab~~Nalco and the combined company. For a further discussion of these and other risks and uncertainties applicable to the respective businesses of ~~Nalco~~Ecolab and ~~Ecolab~~ Nalco, see the Annual Reports on Form 10-K of ~~Nalco~~Ecolab and ~~Ecolab~~Nalco for the fiscal year ended December 31, 2010 and the companies’ other public filings with the Securities and Exchange Commission (the “SEC”). These risks, as well as other risks associated with the merger, ~~will~~are be more fully discussed in the joint proxy statement/prospectus ~~that will be~~ included in the Registration Statement on Form S-4 that Ecolab ~~will~~has ~~file~~filed with the SEC in connection with the merger, which was declared effective by the SEC on October 28, 2011. In light of these risks, uncertainties, assumptions and factors, the forward-looking events discussed in this communication may not occur. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this communication. Neither ~~Nalco~~Ecolab nor ~~Ecolab~~Nalco undertakes, and each of them expressly disclaims, any duty to update any forward-looking statement whether as a result of new information, future events or changes in their respective expectations, except as required by law.

Additional Information and Where to Find it

In connection with the proposed merger between Ecolab ~~will~~and ~~file~~Nalco, Ecolab filed with the SEC a ~~registration~~Registration ~~statement~~Statement on Form S-4 that ~~will~~includes ~~include~~ a joint proxy statement of ~~Nalco~~Ecolab and ~~Ecolab~~Nalco that ~~will~~ also ~~constitute~~constitutes a prospectus of Ecolab relating to the proposed transaction. The Registration Statement was declared effective by the SEC on October 28, 2011. WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE REGISTRATION STATEMENT AND JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS ~~WHEN~~FILED ~~THEY~~WITH ~~BECOME~~THE ~~AVAILABLE,~~SEC BECAUSE THEY ~~WILL~~ CONTAIN IMPORTANT INFORMATION about ~~Nalco~~Ecolab, ~~Ecolab~~Nalco and the proposed merger. Investors and security holders ~~will~~can ~~be able to~~ obtain these materials ~~(when they are available)~~ and other documents filed with the SEC free of charge at the SEC’s website, www.sec.gov. In addition, copies of the registration statement and joint proxy statement/prospectus ~~(when~~can ~~they become available) may~~ be obtained free of charge by accessing ~~Nalco~~Ecolab’s website at www.~~nalco~~ecolab.com by clicking on the “~~Investors~~Investor” link and then clicking on the “SEC Filings” link or by writing ~~Nalco~~Ecolab at ~~1601~~370 ~~West~~Wabasha ~~Diehl~~Street ~~Road~~North, ~~Naperville~~Saint Paul, ~~Illinois~~Minnesota, ~~60563~~55102, Attention: Corporate Secretary or by accessing ~~Ecolab~~Nalco’s website at www.~~ecolab~~nalco.com by clicking on the “~~Investor~~Investors” link and then clicking on the “SEC Filings” link or by writing ~~Ecolab~~Nalco at ~~370~~1601 ~~Wabasha~~West ~~Street~~Diehl ~~North~~Road, ~~Saint Paul~~Naperville, Illinois ~~Minnesota~~60563, ~~55102,~~ Attention: Corporate Secretary. ~~and~~Security ~~security~~ holders may also read and copy any reports, statements and other information filed by ~~Nalco~~Ecolab or ~~Ecolab~~Nalco with the SEC, at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 or visit the SEC’s website for further information on its public reference room.

Participants in the Merger Solicitation

~~Nalco~~Ecolab, ~~Ecolab~~Nalco and certain of their respective directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding ~~Nalco~~Ecolab’s directors and executive officers is available in its proxy statement filed with the SEC by ~~Nalco~~Ecolab on March 14 18, 2011 in connection with its 2011 annual meeting of ~~shareholders~~stockholders, and information regarding ~~Ecolab~~Nalco’s directors and executive officers is available in its proxy statement filed with the SEC by ~~Ecolab~~Nalco on March 18 14, 2011 in connection with its 2011 annual meeting of ~~shareholders~~stockholders. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, ~~will~~is be contained in the registration statement and joint proxy statement/prospectus and other relevant materials tothat behave been filed with the SEC ~~when they become available~~.

Non-Solicitation

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits.

	Exhibit No.	Description
	99.1	Press release, dated August 29, 2011.

The following exhibit is furnished pursuant to Item 9.01 of Form 8-K:

(99.1)

Press release of Nalco Holding Company dated October 28, 2011, announcing the record and meeting dates for a special stockholders meeting.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned ~~hereunto duly authorized~~.

Date: August 29, 2011	NALCO HOLDING COMPANY
			NALCO HOLDING COMPANY
	By:	/s/ Stephen N. Landsman
			/s/ Stephen N. Landsman
		Stephen N. Landsman
			Secretary
		Secretary
Date: October 28, 2011

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release, dated August 29, 2011.

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