Nalco Holding Company 8-K August 10, 2006
 
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: August 10, 2006

NALCO HOLDING COMPANY

    Delaware       001-32342     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 following 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 5.05. Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics
 
On August 10, 2006, the Nalco Holding Company Board of Directors adopted amendments to its Code of Ethical Business Conduct to reflect updates in internal policies. Attached is a copy of the amended Code of Ethical Business Conduct.


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)  
Amended Code of Ethical Business Conduct of Nalco Holding Company dated August 10, 2006.

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: August 10, 2006