FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Fyrwald J Erik 		2. Issuer Name and Ticker or Trading Symbol

Nalco Holding CO [ NLC ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chairman, President, CEO
(Last)          (First)          (Middle)

LILLY CORPORATE CENTER 		3. Date of Earliest Transaction (MM/DD/YYYY)

12/1/2011
(Street)

INDIANAPOLIS, IN 46285
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Code V Amount (A) or (D) Price
Common Stock   12/1/2011     A    100000   (1) A $ 0   291237   (2) D    
Common Stock   12/1/2011     A    54908   (3) A $ 0   291237   (2) D    
Common Stock   12/1/2011     A    27070   (3) A $ 0   291237   (2) D    
Common Stock   12/1/2011     A    25679   (3) A $ 0   291237   (2) D    
Common Stock   12/1/2011     D    291237   D   (4) 0   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option   $20.84   12/1/2011     D         375000      (5) 3/7/2018   Common Stock   375000     (6) 0   D    
Stock Option   $11.92   12/1/2011     D         166387      (5) 2/12/2019   Common Stock   166387     (7) 0   D    
Stock Option   $21.98   12/1/2011     D         72738      (5) 2/9/2020   Common Stock   72738     (8) 0   D    
Stock Option   $27.54   12/1/2011     D         82836      (5) 2/11/2021   Common Stock   82836     (9) 0   D    

Explanation of Responses:
( 1)  These Restricted Share Units are scheduled to vest on March 6, 2012. Pursuant to the Agreement and Plan of Merger, dated as of July 19, 2011 (the "Merger Agreement"), by and among Ecolab Inc. ("Ecolab"), Sustainability Partners Corporation and Nalco Holding Company ("Nalco"), these Restricted Share Units cease to represent a right with respect to Nalco common stock and converted into Restricted Share Units in respect of 67,959 shares of Ecolab Common Stock at the effective time of the transaction contemplated in the Merger Agreement (the "Merger").
( 2)  The total amount of securities beneficially owned includes securities previously purchased and awarded.
( 3)  These Restricted Share Units have a variety of vesting schedules, which schedules have been previously reported. All such Restricted Share Units fully vested and were settled for shares of Nalco common stock as of the time immediately prior to the effective time of the Merger pursuant to Mr. Fyrwald's Change of Control Agreement with Nalco.
( 4)  Pursuant to the Merger Agreement and at the effective time of the Merger, each outstanding share of Nalco Common Stock was converted into the right to receive either .7005 shares of Ecolab common Stock or $38.30 in cash, at each stockholder's election and subject to proration and reallocation procedures as described in the Merger Agreement. Because the proration and reallocation procedures have not yet been completed as of the date of this filing, it is not possible to determine the merger consideration to be received by the reporting person for each share of Nalco common stock disposed of in the Merger.
( 5)  These options have a variety of vesting schedules, which schedules have previously been disclosed. Except with respect to 10,000 options, which are scheduled to vest on December 31, 2011, all unvested options vested upon consumation of the Merger pursuant to Mr. Fyrwald's Change of Control Agreement with Nalco.
( 6)  Pursuant to the Merger Agreement, these options were converted into options to purchase 254,836 shares of Ecolab Inc. common stock, in the aggregate, at an exercise price of $30.67 per share, and otherwise on the same terms and conditions as were applicable under such Nalco stock option.
( 7)  Pursuant to the Merger Agreement, these options were converted into options to purchase 113,072 shares of Ecolab Inc. common stock, in the aggregate, at an exercise price of $17.55 per share, and otherwise on the same terms and conditions as were applicable under such Nalco stock option.
( 8)  Pursuant to the Merger Agreement, these options were converted into options to purchase 49,430 shares of Ecolab Inc. common stock, in the aggregate, at an exercise price of $32.35 per share, and otherwise on the same terms and conditions as were applicable under such Nalco stock option.
( 9)  Pursuant to the Merger Agreement, these options were converted into options to purchase 56,292 shares of Ecolab Inc. common stock, in the aggregate, at an exercise price of $40.53 per share, and otherwise on the same terms and conditions as were applicable under such Nalco stock option.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Fyrwald J Erik
LILLY CORPORATE CENTER
INDIANAPOLIS, IN 46285

Chairman, President, CEO

Signatures
/s/ Anne Marie Morris, as Attorney in Fact 12/5/2011
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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