Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
year

On April 30, 2009, the Board of Directors of Nalco Holding Company voted to amend the Company's Bylaws. The changes remove references to Nalco LLC and the Stockholders Agreement, which involved The Blackstone Group, Apollo Management L.P. and GS Capital Partners (the "Sponsors") whose ownership of the Company was eliminated through a series of stock offerings from 2004 through 2007. The changes also clarify the obligations for indemnification and require certain disclosures by shareholders submitting matters for shareholder approval. These changes are show in the marked copy of the amended bylaws is attached as an exhibit to this filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

The following exhibit is furnished pursuant to Item 9.01 of Form 8-K:

99.1 Revised Bylaws of Nalco Holding Company as amended April 30, 2009.

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