Presentation to T. Rowe Price 2-23-05

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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: February 23, 2005

NALCO HOLDING COMPANY

Delaware      16-1701300
(State of Incorporation) (Commission File Number) (IRS Employer Identification Number)

1601 W. Diehl Rd., Naperville, IL 60563

630-305-1000

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

o  
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o  
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240 240.14a-12)
o  
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o  
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.13e-4(c))


Item 8.01 Other Events

Nalco Company Chairman and Chief Executive Officer William H. Joyce presented the attached overview of Nalco to T. Rowe Price, a major shareholder, in Baltimore, Maryland on February 23, 2005.

 
Item 9.01 Financial Statements and Exhibits

(c)  
Exhibits
The following exhibit is furnished pursuant to Item 9.01 of Form 8-K:

99.1 Presentation made on February 23, 2005.


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.



NALCO HOLDING COMPANY

/s/ Stephen N. Landsman
Secretary


Date: February 23, 2005