FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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 * Nelson Gregory N   2. Issuer Name and Ticker or Trading Symbol Nalco Holding CO [NLC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) GVP, President, Alt Channels (Last) (First) (Middle) 1601 WEST DIEHL ROAD 3. Date of Earliest Transaction (Month/Day/Year) 06/28/2006 (Street) NAPERVILLE, IL 60563-1198 4. If Amendment, Date Original Filed(Month/Day/Year) 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 Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (1)

$ 17.8

06/28/2006

A

4,742

12/31/2006

06/28/2016

Common Stock

4,742

$ 0

4,742

D

Stock Option (1)

$ 17.8

06/28/2006

A

4,742

12/31/2007

06/28/2016

Common Stock

4,742

$ 0

9,484

D

Stock Option (1)

$ 17.8

06/28/2006

A

4,742

12/31/2008

06/28/2016

Common Stock

4,742

$ 0

14,226

D

Stock Option (1)

$ 17.8

06/28/2006

A

4,742

12/31/2009

06/28/2016

Common Stock

4,742

$ 0

18,968

D

2006-2008 Award Cycle of the Performance Share Program (2)

(3)

06/28/2006

A

7,022 (4)

12/31/2008

12/31/2008

Common Stock

7,022 (4)

$ 0

7,022

D

2006 Award Cycle of the Transition Share Grant (5)

(6)

06/28/2006

A

4,682 (4)

12/31/2006

12/31/2006

Common Stock

4,682 (4)

$ 0

4,682

D

2006-2007 Award Cycle of the Transition Share Grant (7)

(8)

06/28/2006

A

9,363 (4)

12/31/2007

12/31/2007

Common Stock

9,363 (4)

$ 0

9,363

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Nelson Gregory N 1601 WEST DIEHL ROAD NAPERVILLE, IL 60563-1198			GVP, President, Alt Channels

Signatures

/s/ Filomena Trombino as Attorney in Fact		07/10/2006
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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)	Granted pursuant to the Nalco Holding Company 2004 Stock Incentive Plan, 2006 Stock Option Award.
(2)	Performance Shares grant under the Performance Share Program 2006-2008 Award Cycle Grant of the Nalco Holding Company 2004 Stock Incentive Plan.
(3)	Performance shares shall vest between zero to 150% of a target award subject to performance criteria being met in 2006, performance criteria being met in 2007, and with continued employment through the end of 2008.
(4)	Target Award.
(5)	Performance Shares grant under the Transition Shares Grant, 2006 Cycle, of the Nalco Holding Company 2004 Stock Incentive Plan.
(6)	Performance shares shall vest between zero to 150% of a target award subject to performance criteria met in 2006 and with continued employment through the end of 2006.
(7)	Performance Shares grant under the Transition Shares Grant, 2006-2007 Cycle, of the Nalco Holding Company 2004 Stock Incentive Plan.
(8)	Performance shares shall vest between zero to 150% of a target award subject to performance criteria met in 2006, performance criteria met in 2007, and with continued employment through the end of 2007.

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