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: ~~May~~ 3 June 5, 2006

NALCO HOLDINGS LLC

Delaware 333-115560-15 73-1683500

Delaware		333-115560-15		73-1683500
(State of Incorporation)		(Commission File Number)		(IRS Employer Identification Number)

(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 2 7.~~02. Results of~~01 ~~Operations~~Regulation ~~and~~FD ~~Financial Conditions~~Disclosure

OnDr. ~~May~~ William 2H. Joyce, ~~2006,~~ Chairman and Chief Executive Officer of Nalco Holding Company, parent of Nalco Holdings LLC, ~~announced its~~made ~~first~~a ~~quarter~~presentation ~~2006~~to ~~sales~~the JPMorgan Basics and Industrials ~~earnings~~Conference ~~results~~on June 5, 2006. AThe ~~copy~~presentation ofincluded ~~that~~a ~~release~~detailed projection on Adjusted EBITDA growth for 2006. Adjusted EBITDA is a non-GAAP ~~being~~ measure ~~furnished~~used to determine compliance with the ~~SEC~~Company’s debt covenants. A copy of that projection is attached as an exhibit to this ~~form~~filing.

~~This earnings~~Item ~~release includes several non-GAAP measures~~9.01 ~~Management~~Financial ~~believes~~Statements that discussion of these measures provides investors with additional insight into the ongoing operations of Nalco Holding Company. Non-GAAP measures are reconciled to the closest GAAP measure in schedules attached to the press release. Adjusted EBITDA is a non-GAAP measure used to determine compliance with the Company’s debt covenants. Reconciliation to net earnings is included in Attachment 5. Free Cash Flow is reconciled on Attachment 6 to Cash from Operations as shown on Nalco’s Cash Flow Statement, and is defined as Cash from Operations less Capital Expenditures and Minority Interest charges. Adjustments to net earnings are identified in Attachment 7. The adjustments represent those items included in Nalco’s income statement that are either one-time in nature, support incremental cost reduction programs, or - in the case of the profit-sharing reimbursements by our former owner - are unusual when compared to other companies. In addition, Nalco discusses sales growth in terms of nominal (actual), organic (nominal less foreign currency and acquisition/divestiture/merger/joint venture impacts), and real (organic growth less that portion of the growth which consists of price increases that simply pass along higher purchased material and freight costs). The non-GAAP measures should not be viewed as alternatives to GAAP measures of performance. Furthermore, these measures may not be consistent with similar measures provided by other companiesExhibits

~~Item 9.01. Financial Statements~~(c) ~~and~~ Exhibits

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

(99.1) ~~Press~~Adjusted ~~release~~EBITDA ofprojection ~~Nalco~~from ~~Holding~~a ~~Company,~~presentation ~~parent~~made ofon ~~Nalco~~June ~~Holdings LLC~~5, ~~dated May 2,~~ 2006~~, describing its first quarter 2006 sales and earnings results~~.

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 HOLDINGS LLC

/s/ Stephen N. Landsman

Secretary

Date: ~~May 3~~ June 5, 2006

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