form8k.htm
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 (Date of earliest event reported): January 4, 2008
 
NALCO HOLDING COMPANY
(Exact name of registrant as specified in its charter)
 
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 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Paul H. O’Neill, a director of Nalco Holding Company, Nalco Holdings LLC and Nalco Finance Holdings LLC (the Companies), submitted his resignation January 4, 2008. Mr. O’Neill stated he was resigning in order to have more time to devote to other commitments.

Mr. O’Neill was chairman of the Board’s Compensation Committee and a member of the Safety, Health and Environment Committee.

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: January 4, 2008