On October 27, 2009, Nalco Holding Company (the "Company") announced its third quarter 2009 and year to date financial results. A copy of that earnings news release is attached as an exhibit to this Form 8-K.

This press release includes several non-GAAP measures. Management believes 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 attachments to this press release, which may also be found at www.nalco.com. EBITDA is a non-GAAP measure used to determine compliance with the Company's debt covenants. Pro Forma EBITDA is a non-GAAP measure that includes adjusting for restructuring expenses, a pension settlement charge, loss on early extinguishment of debt and gains on divestitures. Reconciliation to net earnings is included in Attachment 5. Free Cash Flow is reconciled on Attachment 6 to Net Cash Provided by Operating Activities as shown on Nalco's Cash Flow Statement, and is defined as Net Cash Provided by Operating Activities less Capital Expenditures and Minority Interest charges. In addition, Nalco discusses sales growth in terms of nominal (actual) and organic (nominal less foreign currency and acquisition/divestiture/merger/joint venture impacts). 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 companies.

The information in this Current Report on Form 8-K and accompanying exhibit is being furnished and shall not be deemed to be "filed" for the purposes of
Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act"), or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 (the "Securities Act") or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

(d) Exhibits.

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

            (99.1)    Press release of Nalco Holding Company dated October 27, 2009,
                      describing its third quarter 2009 and year to date financial
                      results.