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 Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~November~~ December 302, 2011 (December 1, 2011)

____________________

NALCO HOLDING COMPANY

(Exact name of registrant as specified in charter)

Delaware	001-32342	1645-~~1701300~~3176328
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

~~1601~~370 ~~West~~Wabasha ~~Diehl~~Street ~~Road~~North, ~~Naperville~~St. Paul, ~~Illinois~~Minnesota (Address of principal executive offices and Zip Code) ~~60563~~55102 (Zip Code)

Registrant’s telephone number, including area code: ~~630~~(800) 232-~~305-1000~~6522

~~Not~~1601 ~~applicable~~West Diehl Road

Naperville, Illinois 60563

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

x¨ 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 240.14a-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 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item~~¨ ~~5.07. Submission~~Soliciting ofmaterial ~~Matters~~pursuant to aRule ~~Vote~~14a-12 ofunder ~~Security~~the ~~Holders~~Exchange Act (17 CFR 240.14a-12)

Ono ~~November~~Pre-commencement ~~30,~~communications 2011, the Nalco Holding Company (“Nalco”) held a special meeting of its stockholders in connection with the Agreement and Plan of Merger dated as of July 19, 2011 (the “Merger Agreement”) by and among, Ecolab Inc., a Delaware corporation (“Ecolab”), Sustainability Partners Corporation, a Delaware corporation and wholly owned subsidiary of Ecolab (“Merger Sub”), and the Company, pursuant to ~~which~~Rule ~~Nalco will merge with and into Merger Sub, with Merger Sub surviving as a wholly owned subsidiary of Ecolab~~ 14d-2(~~the “Merger”~~b)~~. At~~ ~~the~~under ~~special meeting,~~ the ~~following~~Exchange ~~proposals~~Act ~~were submitted to a vote of stockholders:~~ (i)17 toCFR ~~adopt the Merger Agreement (the “Merger Proposal”), (ii) to approve, on a non~~240.14d-~~binding advisory basis, the compensation that may be come payable to the Company’s named executive officers in connection with the completion of the transactions in the Merger~~ 2(~~the “Compensation Proposal”~~b) ~~and (iii~~) to approve an adjournment of the Company’s special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to adopt the Merger Agreement (the “Adjournment Proposal”).

~~Each~~o ofPre-commencement ~~the~~communications ~~foregoing~~pursuant ~~proposals~~to isRule ~~described~~13e-4(c) inunder ~~detail in~~ the ~~definitive~~Exchange ~~proxy~~Act ~~statement~~(17 ~~filed~~CFR ~~by Nalco with the SEC on October 28, 2011~~240.13e-4(c))

~~For each of the foregoing proposals, a quorum was present for the purpose of the vote~~Item 2.01. ~~The~~Completion ~~Company’s stockholders approved each~~ of ~~the~~Acquisition ~~Merger~~or ~~Proposal~~Disposition ~~and the Compensation Proposal. The following is a summary~~ of ~~the voting results for each proposal:~~Assets.

On December 1, 2011, pursuant to the Agreement and Plan of Merger, ~~Proposal~~dated as of July 19, 2011 (the “Merger Agreement”), by and among Nalco Holding Company, a Delaware corporation (the “Company”), Ecolab Inc., a Delaware corporation (“Ecolab”), and Sustainability Partners Corporation, a Delaware corporation and a direct, wholly owned subsidiary of Ecolab (“Merger Sub”), the Company merged with and into Merger Sub, with Merger Sub surviving as a wholly owned subsidiary of Ecolab (the “Merger”). Upon consummation of the Merger, Merger Sub changed its name to “Nalco Holding Company” (“Nalco”).

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
102,398,790		96,414		9,281		0

Pursuant to the terms of the Merger Agreement, each outstanding share of common stock of the Company, par value $0.01 per share (the “Company Common Stock”), other than shares that were owned by Ecolab, the Company or any of their respective direct or indirect wholly-owned subsidiaries (which were cancelled as a result of the Merger) and shares in respect of which appraisal rights were properly exercised and not withdrawn, if any, was converted into the right to receive, at the election of the stockholder (subject to certain proration and reallocation procedures described in the Merger Agreement), either (i) 0.7005 shares of common stock of Ecolab, par value $1.00 per share or (ii) $38.80 in cash, without interest (the “Merger Consideration”). No fractional shares of Ecolab common stock will be issued in the Merger, and the Company’s former stockholders will receive cash in lieu of any fractional shares, if any, of Ecolab common stock.

~~Compensation~~Under the Merger Agreement, approximately 70% of the issued and outstanding shares of Company Common Stock as of immediately prior to the effective time of the Merger were converted into the right to receive shares of Ecolab common stock and approximately 30% of the issued and outstanding shares of Company Common Stock as of immediately prior to the effective time of the Merger were converted into the right to receive cash. ~~Proposal~~In order to achieve this 70%/30% stock-cash mix of consideration, the Merger Agreement provides for pro-rata adjustments to and reallocation of the stock and cash elections made by the Company’s former stockholders, as well as the allocation of consideration paid with respect to shares of Company Common Stock owned by stockholders who fail to make an election.

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
94,390,651		7,056,183		1,057,651		0

The deadline for former Nalco stockholders to make their stock-cash election in accordance with the Merger Agreement will be 5:00 p.m., New York City time, December 7, 2011. In accordance with the procedures set forth in the Merger Agreement, any former Nalco stockholder who has not made an election by such time will be deemed to have made an election to receive cash in the Merger.

AsEcolab ~~there~~paid ~~were~~the ~~sufficient~~cash ~~votes~~component toof ~~approve~~ the Merger ~~Proposal,~~Consideration ~~adjournment~~through ofcommercial ~~the~~paper ~~special~~borrowings ~~meeting~~backed ofby its ~~stockholders~~syndicated tocredit ~~solicit~~facilities ~~additional proxies was unnecessary~~ and the ~~Adjournment~~proceeds ~~Proposal~~from ~~was not submitted to~~ the ~~Company’s~~issuance ~~stockholders~~of ~~for~~$500 ~~approval~~million atof ~~the~~private ~~special~~placement ~~meeting~~notes.

AThe ~~copy~~description of the ~~press~~Merger ~~release~~and ~~announcing~~ the ~~outcome~~Merger ofAgreement ~~the~~contained ~~stockholder~~in ~~vote~~this Item 2.01 does not purport to be complete and is ~~attached~~subject to ~~this~~and qualified in its entirety by reference to the Merger Agreement, which was filed as Exhibit 2.1 to the Current Report on Form 8-K asfiled ~~Exhibit~~by ~~99.1~~the Company with the Securities and Exchange Commission (the “SEC”) on July 20, 2011, and is incorporated by reference herein. The information set forth in Items 5.01 and 5.02 of this Current Report on Form 8-K is incorporated by reference herein.

~~Cautionary~~Item 3.01. Notice ~~Statements~~of ~~Regarding~~Delisting ~~Forward-Looking~~or ~~Information~~Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

~~This~~In ~~communication~~connection ~~contains~~with ~~certain~~the ~~statements~~consummation ~~relating~~of tothe ~~future events and our intentions~~Merger, ~~beliefs,~~the ~~expectations~~Company ~~and~~notified ~~predictions for~~ the ~~future~~New ~~which~~York ~~are~~Stock ~~forward-looking~~Exchange ~~statements~~(the as“NYSE”) that ~~term~~each isissued ~~defined~~and inoutstanding ~~the~~share ~~Private Securities Litigation Reform Act~~ of ~~1995.~~Company ~~Words~~Common orStock ~~phrases~~(other ~~such~~than asshares ~~“will~~that ~~likely~~were ~~result,”~~owned ~~“are~~immediately ~~expected~~prior to,” ~~“will~~the ~~continue,”~~effective ~~“is~~time ~~anticipated,”~~of ~~“we~~the ~~believe,”~~Merger ~~“we~~by ~~expect,”~~Ecolab ~~“estimate,”~~or ~~“project,” “may,” “will,” “intend,” “plan,” “believe,” “target,” “forecast” (including~~ the ~~negative~~Company or ~~variations thereof) or similar terminology used in connection with~~ any ~~discussion~~ of ~~future~~their ~~plans,~~respective ~~actions~~direct or ~~events~~indirect ~~generally identify forward~~wholly-~~looking~~owned ~~statements.~~subsidiaries ~~These~~and ~~forward-looking~~shares ~~statements~~with ~~include,~~respect ~~but~~to ~~are~~which ~~not~~appraisal ~~limited~~rights ~~to,~~were ~~statements~~properly ~~regarding~~exercised ~~benefits~~and ofnot ~~the~~withdrawn) ~~merger,~~was ~~integration~~canceled ~~plans~~ and ~~expected~~converted ~~synergies,~~into the ~~expected~~right ~~timing~~to ofreceive ~~completion of~~ the ~~merger,~~Merger ~~and anticipated future financial and operating performance and results, including estimates for growth~~Consideration. ~~These~~ ~~statements~~As ~~are~~a ~~based on the current expectations of management of Nalco and Ecolab~~result, asall ~~applicable.~~shares ~~There are a number~~ of ~~risks~~Company ~~and~~Common ~~uncertainties~~Stock ~~that~~have ~~could~~been ~~cause~~delisted ~~actual results to differ materially~~ from the ~~forward-looking~~NYSE ~~statements included in this communication. These risks~~ and ~~uncertainties~~removed ~~include~~from ~~(i) the risk that the stockholders of Nalco may not adopt the merger agreement~~trading. Accordingly, ~~(ii)~~ the ~~risk~~Company ~~that~~requested ~~the~~on ~~stockholders~~December ~~of Ecolab may not approve the issuance of Ecolab common stock to Nalco stockholders in the merger~~1, ~~(iii) the~~2011 ~~risk~~ that the ~~companies~~NYSE ~~may~~file bewith ~~unable to obtain regulatory approvals required for~~ the ~~merger,~~SEC ora ~~that~~notification ~~required regulatory approvals may delay the merger or result in the imposition~~ of ~~conditions~~removal ~~that~~from ~~could~~listing ~~have~~and aregistration ~~material adverse effect~~ on ~~the~~Form ~~combined~~25 ~~company or cause the companies~~ to ~~abandon~~effect the ~~merger,~~delisting ~~(iv) the risk that the conditions to the closing~~ of ~~the~~Company ~~merger~~Common ~~may~~Stock ~~not~~from ~~be satisfied, (v)~~ the ~~risk~~NYSE ~~that~~and ~~a material adverse change, event or occurrence may affect Nalco or Ecolab prior to~~ the ~~closing~~deregistration of ~~the~~Company ~~merger~~Common ~~and~~Stock ~~may~~under ~~delay~~Section ~~the merger or cause the companies to abandon the merger,~~ 12(vib) ~~the~~ ~~risk that an unsolicited offer by another company to acquire shares or assets~~ of ~~Nalco or Ecolab could interfere with or prevent~~ the ~~merger,~~Securities ~~(vii) problems~~Exchange ~~that~~Act ~~may arise in successfully integrating the businesses~~ of ~~the companies~~1934, ~~which may result in the combined company not operating~~ as ~~effectively~~amended ~~and efficiently as expected,~~ (~~viii)~~ the ~~possibility~~“Exchange ~~that~~Act”). Additionally, ~~the~~Nalco ~~merger~~intends ~~may~~to ~~involve~~file ~~unexpected~~a ~~costs,~~Form ~~unexpected~~15 ~~liabilities~~with orthe ~~unexpected delays~~SEC, ~~(ix) the~~requesting ~~risk that~~ the ~~credit~~termination ~~ratings~~ of ~~the~~registration ~~combined~~under ~~company~~Section ~~or its subsidiaries may be different from what the companies currently expect,~~ 12(xg) ~~the~~ ~~risk that the businesses~~ of the ~~companies~~Exchange ~~may~~Act ~~suffer~~and assuspension ~~a result~~ of ~~uncertainty~~reporting ~~surrounding~~obligations ~~the~~under ~~merger~~Sections 13 and 15(xid) ~~the~~ ~~risk~~of ~~that disruptions from~~ the ~~transaction~~Exchange ~~will harm relationships with customers, employees and suppliers~~Act.

~~Other~~Item ~~unknown or unpredictable factors could also have material adverse effects on future results, performance or achievements of Nalco, Ecolab and the combined company~~3. For a further discussion of these and other risks and uncertainties applicable to the respective businesses of Nalco and Ecolab, see the Annual Reports on Form 10-K of Nalco and Ecolab for the fiscal year ended December 31, 2010 and the companies’ other public filings with the Securities and Exchange Commission (the “SEC”)03. Material ~~These~~Modification risks, as well as other risks associated with the merger, are more fully discussed in the joint proxy statement/prospectus included in the Registration Statement on Form S-4 that Ecolab has filed with the SEC in connection with the merger, which was declared effective by the SEC on October 28, 2011. On or about October 31, 2011, Nalco and Ecolab began mailing the definitive joint proxy statement/prospectus to ~~stockholders~~Rights of ~~record~~Security ~~as of the close of business on October 11, 2011~~Holders. In light of these risks, uncertainties, assumptions and factors, the forward-looking events discussed in this communication may not occur. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this communication. Neither Nalco nor Ecolab undertakes, and each of them expressly disclaims, any duty to update any forward-looking statement whether as a result of new information, future events or changes in their respective expectations, except as required by law.

~~Additional~~Pursuant ~~Information~~to the terms of the Merger Agreement, each outstanding share of Company Common Stock, other than shares that were owned by Ecolab, the Company or any of their respective direct or indirect wholly-owned subsidiaries (which were cancelled as a result of the Merger) and ~~Where~~shares in respect of which appraisal rights were properly exercised and not withdrawn, if any, was converted into the right to ~~Find~~receive, itat the election of the stockholder (subject to certain proration and reallocation procedures described in the Merger Agreement), the Merger Consideration as further described above in Item 2.01. As of the effective time of the Merger, Company stockholders immediately prior to the effective time of the Merger ceased to have any rights as Company stockholders other than the right to receive the Merger Consideration, the right to make their stock-cash election in accordance with the Merger Agreement as further described above in Item 2.01 and, in the case of shares of Company Common Stock held of record by stockholders who have properly exercised their appraisal rights and have not withdrawn such rights, appraisal rights. The information set forth in Item 2.01 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference herein.

InItem connection with the proposed merger between Ecolab and Nalco, Ecolab filed with the SEC a Registration Statement on Form S-4 that includes a joint proxy statement of Ecolab and Nalco that also constitutes a prospectus of Ecolab relating to the proposed transaction5. ~~The Registration Statement was declared effective by the SEC on October 28, 2011~~01. Changes Onin orControl ~~about October 31, 2011, Nalco and Ecolab began mailing the definitive joint proxy statement/prospectus to stockholders~~ of ~~record as of the close of business on October 11, 2011~~Registrant. WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE REGISTRATION STATEMENT AND JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE THEY CONTAIN IMPORTANT INFORMATION about Ecolab, Nalco and the proposed merger. Investors and security holders can obtain these materials and other documents filed with the SEC free of charge at the SEC’s website, www.sec.gov. In addition, copies of the registration statement and joint proxy statement/prospectus can be obtained free of charge by accessing Nalco’s website at www.nalco.com by clicking on the “Investors” link and then clicking on the “SEC Filings” link or by writing Nalco at 1601 West Diehl Road, Naperville, Illinois 60563, Attention: Corporate Secretary or by accessing Ecolab’s website at www.ecolab.com by clicking on the “Investor” link and then clicking on the “SEC Filings” link or by writing Ecolab at 370 Wabasha Street North, Saint Paul, Minnesota, 55102, Attention: Corporate Secretary. Security holders may also read and copy any reports, statements and other information filed by Ecolab or Nalco with the SEC, at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 or visit the SEC’s website for further information on its public reference room.

~~Participants~~As ina result of the consummation of the Merger, ~~Solicitation~~the Company merged with and into Merger Sub, a direct, wholly owned subsidiary of Ecolab, and, accordingly, a change in control with respect to the Company occurred on December 1, 2011. The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference herein.

~~Ecolab,~~Item ~~Nalco~~5.02. ~~and~~Departure ~~certain~~ of ~~their~~Directors ~~respective~~or ~~directors,~~Certain ~~executive~~Officers; ~~officers~~Election ~~and other members~~ of ~~management~~Directors; ~~and~~Appointment ~~employees may be deemed to be participants in the solicitation~~ of ~~proxies~~Certain inOfficers; ~~respect~~Compensatory ofArrangements the proposed transaction. Information regarding Ecolab’s directors and executive officers is available in its proxy statement filed with the SEC by Ecolab on March 18, 2011 in connection with its 2011 annual meeting of ~~stockholders,~~Certain and information regarding Nalco’s directors and executive officers is available in its proxy statement filed with the SEC by Nalco on March 14, 2011 in connection with its 2011 annual meeting of stockholdersOfficers. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is contained in the registration statement and joint proxy statement/prospectus and other relevant materials that have been filed with the SEC.

~~Non-Solicitation~~On December 1, 2011, in connection with the Merger and immediately upon the effective time of the Merger, each member of the board of directors of the Company resigned. The directors who resigned were: J. Erik Fyrwald, Carl M. Casale, Rodney F. Chase, Richard B. Marchese, Paul J. Norris, Douglas A. Pertz, Daniel S. Sanders and Mary M. VanDeWeghe. Pursuant to the terms of the Merger Agreement, upon consummation of the Merger, the directors of Merger Sub immediately prior to the effective time of the Merger became the directors of Nalco. The directors of Nalco are Douglas M. Baker, Jr., Steven L. Fritze and James J. Seifert.

~~This~~As ~~communication~~of ~~does~~the ~~not~~effective ~~constitute~~time anof ~~offer to sell or~~ the ~~solicitation~~Merger, ofMr. anNorris, ~~offer~~Mr. toSanders ~~buy~~and ~~any~~Ms. ~~securities,~~VanDeWeghe ~~nor~~were ~~shall~~appointed ~~there~~to bethe ~~any~~board ~~sale~~ of ~~securities~~directors inof ~~any~~Ecolab. For ~~jurisdiction~~further ininformation ~~which~~regarding ~~such~~these ~~offer~~individuals, ~~solicitation~~please orsee ~~sale~~Item ~~would~~5.02 beof ~~unlawful~~the ~~prior~~Current toReport ~~registration~~on orForm ~~qualification~~8-K ~~under~~of ~~the~~Ecolab ~~securities~~filed ~~laws~~with ofthe ~~any~~SEC ~~such~~on ~~jurisdiction~~October 31, 2011.

On December 1, 2011, in connection with the Merger and immediately upon the effective time of the Merger, each of the officers of the Company immediately prior to the effective time of the Merger became the initial officers of Nalco.

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

Pursuant to the terms of the Merger Agreement, the certificate of incorporation of Merger Sub as in effect immediately prior to the effective time of the Merger and as amended by the Certificate of Merger filed with the Delaware Secretary of State on December 1, 2011, became the certificate of incorporation of Nalco at the effective time of the Merger. Pursuant to the terms of the Merger Agreement, the bylaws of Merger Sub as in effect immediately prior to the effective time of the Merger became the bylaws of Nalco at the effective time of the Merger. The certificate of incorporation and the bylaws of Nalco are attached hereto as Exhibit 3.1 and Exhibit 3.2, respectively.

The description of the certificate of incorporation and the bylaws of Nalco contained in this Item 5.03 does not purport to be complete and is subject to and qualified in its entirety by reference to the certificate of incorporation and bylaws, which are filed as Exhibit 3.1 and Exhibit 3.2, respectively, hereto and are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description of Exhibit
99.1		Press Release of the Company dated November 30, 2011, announcing the outcome of the stockholder vote.
2.1		Agreement and Plan of Merger, dated as of July 19, 2011, by and among Nalco Holding Company, Ecolab Inc. and Sustainability Partners Corporation (filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed July 20, 2011 and incorporated herein by reference).
3.1		Certificate of Incorporation of Nalco Holding Company, as amended by the Certificate of Merger.
3.2		Bylaws of Nalco Holding Company.

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 hereunto duly authorized.

Date: November 30, 2011	NALCO HOLDING COMPANY
Date: December 2, 2011	NALCO HOLDING COMPANY
	By:	/s/ Stephen N. Landsman
		Name: Stephen N. Landsman
		Title: Secretary

EXHIBIT INDEX

Exhibit No.		Description
99.1		Press Release of the Company dated November 30, 2011, announcing the outcome of the stockholder vote.
2.1		Agreement and Plan of Merger, dated as of July 19, 2011, by and among Nalco Holding Company, Ecolab Inc. and Sustainability Partners Corporation (filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed July 20, 2011 and incorporated herein by reference).
3.1		Certificate of Incorporation of Nalco Holding Company, as amended by the Certificate of Merger.
3.2		Bylaws of Nalco Holding Company.

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