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)

12/5/2011 
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

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 Options   $20.84   12/1/2011     D         375000   (1)     (2) 3/7/2018   Common Stock   375000     (3) 0   D    
Stock Options   $11.92   12/1/2011     D         166387   (1)     (2) 2/12/2019   Common Stock   166387     (4) 0   D    
Stock Options   $21.98   12/1/2011     D         72738   (1)     (2) 2/9/2020   Common Stock   72738     (5) 0   D    
Stock Options   $27.54   12/1/2011     D         82836   (1)     (2) 2/11/2021   Common Stock   82836     (6) 0   D    

Explanation of Responses:
( 1)  These options were reported in Mr. Fyrwald's Form 4 filed on December 5, 2011. Due to rounding calculations, footnotes (6) through (9) of such Form 4 reported an inaccurate number of shares of Ecolab Inc. common stock, in the aggregate, that each such options were converted into pursuant to the Merger Agreement. This amended report includes corrected information in footnotes (3) through (6).
( 2)  These options have a variety of different vesting schedules, which schedules have been previously disclosed. Except with respect to 10,000 options, which are scheduled to vest on December 31, 2011, all unvested options vested upon the consummation of the Merger pursuant to Mr. Fyrwald's Change of Control Agreement with Nalco.
( 3)  Pursuant to the Merger Agreement, these options were converted into options to purchase 254,843 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.
( 4)  Pursuant to the Merger Agreement, these options were converted into options to purchase 113,074 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.
( 5)  Pursuant to the Merger Agreement, these options were converted into options to purchase 49,431 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.
( 6)  Pursuant to the Merger Agreement, these options were converted into options to purchase 56,294 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 12/8/2011
** 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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