FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person *   Arnold Lori F 2. Date of Event Requiring Statement (Month/Day/Year) 12/17/2009 3. Issuer Name and Ticker or Trading Symbol Nalco Holding CO [NLC] (Last) (First) (Middle) 1601 WEST DIEHL ROAD 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Division VP and Tax Officer 5. If Amendment, Date Original Filed(Month/Day/Year) (Street) NAPERVILLE, IL 60563 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5) Common Stock (1) 523 D   Common Stock (2) 532 D   Restricted Shares (3) 1,083 D Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Arnold Lori F 1601 WEST DIEHL ROAD NAPERVILLE, IL 60563	Â	Â	  Division VP and Tax Officer	Â

Signatures

/s/Anne Marie Morris, as Attorney in Fact		12/23/2009
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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).
(1)	Shares earned upon partial satisfaction of the performance criteria for the Performance Share Program, 2007 - 2009 cycle, of the Nalco Holding Company 2004 Stock Incentive Program which will vest on 12/31/2009, subject to continued employment.
(2)	Shares earned upon partial satisfaction of the performance criteria for the Performance Share Program, 2008 - 2010 cycle, of the Nalco Holding Company 2004 Stock Incentive Program which will vest on 12/31/2010, subject to continued employment.
(3)	Granted pursuant to the Amended and Restated Nalco Holding Company 2004 Stock Incentive Plan. The shares will vest 2/28/2012 subject to continued employment at vesting date.

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