1


As filed with the Securities and Exchange Commission on June 27, 1996.
- --------------                          SECURITIES AND EXCHANGE COMMISSION
                                              Washington, D. C. 20549
                                        ----------------------------------

                                                     FORM S-8

                                              REGISTRATION STATEMENT
                                                       Under
                                            THE SECURITIES ACT OF 1933
                                        -----------------------------------

                                              NALCO CHEMICAL COMPANY
                                       Incorporated in the State of Delaware
                                      Employer Identification No. 36-1520480
                                       ------------------------------------

                                         EMPLOYEE STOCK COMPENSATION PLAN
                                             (Full title of the plan)

                                              S. J. Gioimo, Secretary
                                              NALCO CHEMICAL COMPANY
                                                 One Nalco Center
                                          Naperville, Illinois 60563-1198
                                      (Name and address of agent for service)
                                                   708-305-1000
                                      (Telephone number of agent for service)



                                              CALCULATION OF REGISTRATION FEE

- ------------------------------------------------- Proposed
                                Proposed          Maximum          Amount
Title of           Amount       Maximum           Aggregate        of
Securities to      to be        Offering Price    Offering         Registration
be Registered      Registered   Per Share(1)      Price(1)         Fee

- --------------------------------------------------------------------------------
Common Stock par
value $0.1875-per
Share (including
Preferred Stock     8,000,000
Purchase Rights)    Shares      $31.3125         $250,500,000      $86,379.31



(1)      Estimated  solely for purposes of  determining  the  registration  fee,
         based on the  average  of the high and low sales  price on the New York
         Stock Exchange Composite Tape on June 21, 1996.


- --------------------------------------------------------------------------------
                                                  NALCO CHEMICAL COMPANY
- --------------------------------------------------------------------------------
                                                     8,000,000 Shares
                                                       Common Stock
                                                par value $0.1875 per share
                                                ---------------------------

Up to 8,000,000  shares (the  "Shares") of common stock,  par value $0.1875 (the
"Common  Stock"),  of Nalco  Chemical  Company  (the  "Company")  are offered by
persons who may be deemed to be affiliates of the Company and will be identified
in an  appendix  to the  prospectus  (the  "Selling  Stockholders").  The Shares
offered are those  acquirable by the Selling  Stockholders or for the account of
their donees or pledgees as key executive participants of the Company's Employee
Stock Compensation Plan (the "Plan").  The Selling Stockholders may, the Company
not so  conceding,  be deemed  to be  "affiliates"  within  the  meaning  of the
Securities Act of 1933, as amended. The Shares are being sold for the account of
the Selling  Stockholders  or their  donees or pledgees and the Company will not
receive any proceeds from the sale of the Shares.

All or a portion of the  Shares  may be  offered  and sold on the New York Stock
Exchange,  the  Chicago  Stock  Exchange  or  otherwise  at market  prices  then
prevailing  or at prices and upon terms  then  obtainable.  Sales may be made in
ordinary brokerage transactions,  in block transactions, in privately negotiated
transactions or otherwise.  If the Shares are sold through brokers,  the Selling
Stockholders  or their  donees or  pledgees  expect to pay  customary  brokerage
commissions and charges. The Company will bear the costs of the offering, except
that the Selling Stockholders or their donees or pledgees will pay all brokerage
commissions and charges as well as fees and expenses of any counsel  retained by
them.

On June 26, 1996, the last reported sale price of the Common Stock on the New
 York Stock Exchange was $30.75 per share.
                                                  -----------------------

            THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
              SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
              COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
                    OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
                    ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
                        REPRESENTATION TO THE CONTRARY IS
                                 A CRIMINAL OFFENSE.
                            -------------------------------

                       The date of this Prospectus is June 27, 1996


<PAGE>




         No person is authorized in connection  with any offering made hereby to
give  any  information  or to make  any  representation  not  contained  in this
Prospectus,  and, if given or made, such information or representation  must not
be  relied  upon  as  having  been  authorized  by the  Company  or any  Selling
Stockholder.  This  Prospectus  does  not  constitute  an  offer  to  sell  or a
solicitation of an offer to buy any security other than the Common Stock offered
hereby, nor does it constitute an offer to sell or a solicitation of an offer to
buy any of the securities  offered hereby to any person in any  jurisdiction  in
which it is  unlawful  to make  such an offer or  solicitation  to such  person.
Neither the delivery of the Prospectus  nor any sale made hereunder  shall under
any circumstances  create any implication that the information  contained herein
is correct as of any date subsequent to the date hereof.

                                                     TABLE OF CONTENTS

Available Information...............................2  Plan of Distribution...4
Incorporation by Reference..........................3  Description of Capital.4
The Company.........................................4    Stock

                                                   AVAILABLE INFORMATION

 .........The Company is subject to the informational requirements of the 
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in 
accordance therewith files reports and other information with the Securities 
and Exchange Commission (the "Commission").  Reports, proxy material and other
information concerning the Company can be inspected and copied at the offices 
of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 or at its 
regional offices, 500 West Madison Street, Chicago, Illinois 60661 and Seven
World Trade Center, New York, New York 10048.  Copies of such material can be 
obtained from the Public Reference Section of the Commission at 450 Fifth 
Street, N.W., Washington, D.C.20549 at prescribed rates.  Such reports, proxy 
material and other information concerning the Company also may be inspected at
the offices of the New York and the Chicago Stock Exchanges on which the Common
Stock of the Company is listed.

 .........The  Company has filed with the Commission a registration  statement on
Form  S-8  (together  with  all  amendments  and  exhibits,   the  "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities Act"),
with  respect to the shares of Common  Stock  offered  hereby.  This  prospectus
("Prospectus"), which constitutes a part of the Registration Statement, does not
contain all the information  set forth in the  Registration  Statement,  certain
items of which are  contained  in  exhibits  to the  Registration  Statement  as
permitted by the rules and  regulations of the  Commission.  Statements  made in
this  Prospectus as to the content of any contract,  agreement or other document
referred to are not  necessarily  complete.  With respect to each such contract,
agreement or other document filed or  incorporated by reference as an exhibit to
the Registration Statement, reference is made to the exhibit for a more complete
description  of the matter  involved,  and each such  statement  shall be deemed
qualified in its entirety by such reference.



                                                INCORPORATION BY REFERENCE

 .........The following documents filed by the Company with the Commission
 pursuant to the Exchange Act are incorporated by reference in this Prospectus:

(1)      The Company's Quarterly Report on Form 10-Q for the quarter ended March
          31, 1996 (File No. 1-4957)

(2)      The Company's Annual Report on Form 10-K for the fiscal year ended 
         December 31, 1995 (File No. 1-4957).

(3)     Description  of  Preferred   Share  Purchase   Rights  included  in  the
        Registration  Statement on Form 8-A filed August 1, 1986 and Forms 8 and
        8-K filed July 6, 1989 (File No. 1-4957).

(4)      Description of Preferred Share Purchase Rights included in the 
         Registration Statement on Forms 8-A and 8-K filed June 24, 1996 
         (File No. 1-4957).


         All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior
to  the  termination  of  the  offering  made  hereby  shall  be  deemed  to  be
incorporated  by reference in this  Prospectus  and to be a part hereof from the
date  of  filing  of such  documents.  Any  statement  contained  in a  document
incorporated or deemed to be incorporated by reference  herein will be deemed to
be modified or superseded  for purposes of this  Prospectus to the extent that a
statement  contained herein or in any other subsequently filed document which is
or is deemed to be incorporated  by reference  herein modifies or supersedes any
such statement. Any such statement so modified or superseded will not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.

         The Company hereby  undertakes to provide without charge to each person
to whom a copy of the Prospectus  has been  delivered  (including any beneficial
owner), on the written or oral request of any such person, a copy of any and all
of the  documents  referred to above which have been or may be  incorporated  in
this Prospectus by reference,  other than exhibits to such documents unless such
exhibits are specifically  incorporated by reference in the information that the
Registration  Statement  incorporates.   Requests  should  be  directed  to  the
Secretary,  Nalco  Chemical  Company,  One Nalco  Center,  Naperville,  Illinois
60563-1198,  the Company's principal executive offices.  The Company's telephone
number is 708/305-1000.





                                                        THE COMPANY

         Nalco Chemical Company was incorporated in 1928 in Delaware and has its
principal   executive  offices  at  One  Nalco  Center,   Naperville,   Illinois
60563-1198. Its telephone number is 708/305-1000.

         The Company is engaged  primarily in the manufacture and sale of highly
specialized  service  chemicals.  This  includes  the  production  and  sale  of
chemicals,  technology and services,  and systems  (monitoring and surveillance)
used in water treatment,  pollution control,  energy conservation,  steelmaking,
papermaking,  mining  and  mineral  processing,  electricity  generation,  other
industrial processes, and commercial building utility systems.

                                                   PLAN OF DISTRIBUTION

         The Selling  Stockholders  have  advised the Company that they or their
donees or  pledgees  may from time to time  offer and sell the Shares on the New
York Stock  Exchange,  the Chicago Stock  Exchange or otherwise at market prices
then prevailing or at prices and upon terms then  obtainable.  Sales may be made
in  ordinary  brokerage  transactions,   in  block  transactions,  in  privately
negotiated  transactions or otherwise.  If the Shares are sold through  brokers,
the Selling  Stockholders  or their donees or pledgees  expect to pay  customary
brokerage  commissions  and  charges.  The  Company  will  bear the costs of the
offering,  except that the Selling Stockholders or their donees or pledgees will
pay all  brokerage  commissions  and charges as well as fees and expenses of any
counsel retained by them.

                                               DESCRIPTION OF CAPITAL STOCK

Common Stock
         The record holders of the Common Stock are entitled,  ratably,  to such
dividends  thereon as the  Company's  Board of Directors in its  discretion  may
declare out of funds  available  therefor;  are entitled to receive pro rata all
assets of the Company available for distribution to stockholders in the event of
liquidation  of the Company;  are entitled to one vote for each share held;  and
have no preemptive  rights to purchase or subscribe for any stock of the Company
now or hereafter  authorized or securities  convertible  into Common Stock.  All
outstanding  shares of Common Stock,  including the shares offered  hereby,  are
fully paid and non-assessable. There is no charter restriction on the repurchase
by the Company of shares of its own stock.

Preferred Stock
         The Company's Restated  Certificate of Incorporation  permits the Board
of Directors of the Company,  without further stockholder approval, to authorize
the issuance of up to 2,000,000 shares of Preferred Stock,  $1.00 par value, and
to fix the various rights,  preferences,  terms and provisions of each series of
Preferred  Stock so issued.  No such Preferred  Stock has been issued other than
Series B ESOP Convertible  Preferred Stock (the "ESOP Stock"),  of which 415,800
Shares  were  issued to the  Northern  Trust  Company  as  Trustee  of the Nalco
Chemical  Company  Employee Stock Ownership Plan (the "ESOP").  These shares are
subject to restrictions on transfer set forth in the Certificate of Designations
relating to the ESOP Stock and a stock purchase transfer agreement dated May 15,
1989. The shares are convertible into the Company's Common Stock in a 20-1 ratio
with the number of votes per share of ESOP  stock  equal to the shares of Common
Stock into which the ESOP Stock can be converted.

Preferred Share Purchase Rights
         On June 20,  1996,  the  Company's  Board of  Directors  adopted  a new
shareholder  rights plan to replace the Company's  existing  shareholder  rights
plan, which expires on August 31, 1996.  Under the new shareholder  rights plan,
each  stockholder of record on September 1, 1996 will receive a distribution  of
one Right (the "New Rights") for each share of the Company's  outstanding Common
Stock. Initially, the New Rights, like the rights issued under the existing plan
(the  "Existing  Rights"),   are  represented  by  the  Company's  common  stock
certificates and are not presently exercisable.  A New Right will be issued with
respect to all shares of newly-issued Common Stock after September 1, 1996.

         The Existing  Rights or, after September 1, 1996, the New Rights become
exercisable only if a person  acquires,  or announces a tender offer which would
result in, beneficial ownership of 15% or more of the Company's Common Stock. If
a person acquires  beneficial  ownership of 15% or more of the Company's  Common
Stock,  all holders of Rights other than the acquiring  person will generally be
entitled  to  purchase  the  Company's  Common  Stock at one-half of its average
market price over a specified period.  The Existing Rights are more particularly
described  in the  Company's  Registration  Statement on Form 8-A filed with the
Commission on August 1, 1986, and Forms 8 and Form 8-K filed with the Commission
on July 6, 1989. The new shareholder rights plan is more particularly  described
in the Company's  Registration Statement on Form 8-A and its Form 8-K filed with
the Commission on June 24, 1996.


                                                  VALIDITY OF THE SHARES

         The validity of the shares offered hereby will be passed upon for the
 Company by S. J. Gioimo, Corporate Secretary of the Company, Attorney at Law. 
 S. J. Gioimo is the beneficial owner of approximately 4,930 shares of Common
Stock.  She also has options to acquire 18,900 shares of Common Stock under the
Company's Stock Option Plans.


<PAGE>


- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                                                          PART II

                      INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         The following documents or portions of documents  previously filed with
the Securities  and Exchange  Commission  (the  "Commission")  are  incorporated
herein by reference:

(1)      The Company's Quarterly Report on Form 10-Q for the quarter ended 
         March 31, 1996 (File No. 1-4957)

(2)      The Company's Annual Report on Form 10-K for the fiscal year ended 
         December 31, 1995 (File No. 1-4957).

(3)     Description  of  Preferred   Share  Purchase   Rights  included  in  the
        Registration Statement on Form 8-A filed August 1, 1986, and Forms 8 and
        8-K filed July 6, 1989 (File No. 1-4957).

(4)      Description of Preferred Share Purchase Rights included in the 
         Registration Statement on Forms 8-A and 8-K filed June 24, 1996 (
         File No. 1-4957).

         All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior
to  the  termination  of  the  offering  made  hereby  shall  be  deemed  to  be
incorporated  by reference in this  Prospectus  and to be a part hereof from the
date  of  filing  of such  documents.  Any  statement  contained  in a  document
incorporated or deemed to be incorporated by reference  herein will be deemed to
be modified or superseded  for purposes of this  Prospectus to the extent that a
statement  contained herein or in any other subsequently filed document which is
or is deemed to be incorporated  by reference  herein modifies or supersedes any
such statement. Any such statement so modified or superseded will not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.

Item 4.  Description of Securities

Not applicable.

Item 5.  Interests of Named Experts and Counsel

         S. J. Gioimo, Corporate Secretary of the Company, is the beneficial 
owner of approximately 4,930 shares of the Company Common Stock.  She also has
options under the Company's Stock Option Plans to acquire 18,900 shares of 
Common Stock.

IItem 6.  Indemnification of Directors and Officers

         (a)    Section 145 of the Delaware general Corporation Act permits, and
                in some  circumstances  requires,  indemnification  of officers,
                directors and employees of the Company.

         (b)    Article Six of the Certificate of  Incorporation  of the Company
                requires the Company to indemnify  directors and officers of the
                Company to the full extent permitted by law.

         (c)    The  Company  maintains  insurance  policies  which  insure  the
                Company and the  officers and  directors of the Company  against
                certain  liabilities,  including certain liabilities which might
                arise under the Securities Act of 1933.

Item 7.  Exemption from Registration Claimed

         Not applicable.

Item 8.  Exhibits

         See Exhibit Index  included  herewith which is  incorporated  herein by
reference.

Item 9.  Undertakings

         The undersigned registrant hereby undertakes:

         (a)    To file,  during any  period in which  offers or sales are being
                made, a post-effective amendment to this registration statement:

                (i)     To include any prospectus required by section 10(a)(3) 
                        of the Securities Act of 1933;

                (ii)   To reflect in the  prospectus any facts or events arising
                       after the effective  date of the  registration  statement
                       (or the most  recent  post-effective  amendment  thereof)
                       which,  individually  or in the  aggregate,  represent  a
                       fundamental  change in the  information  set forth in the
                       registration statement;

                (iii)   To include any material information with respect to the
                        plan of distribution not previously
                       disclosed in the registration statement;

                        Provided, however, that paragraphs (a)(i) and (a)(ii) do
                       not apply if the registration statement is on Form S-3 or
                       Form S-8, and the information  required to be included in
                       a   post-effective   amendment  by  those  paragraphs  is
                       contained  in periodic  reports  filed by the  registrant
                       pursuant to section 13 or section 15(d) of the Securities
                       Exchange Act of 1934 that are  incorporated  by reference
                       in the registration statement.

         (b)    That,  for the purpose of  determining  any liability  under the
                Securities  Act,  each such  post-effective  amendment  shall be
                deemed  to be a  new  registration  statement  relating  to  the
                securities offered therein,  and the offering of such securities
                at that  time  shall  be  deemed  to be the  initial  bona  fide
                offering thereof.

         (c)    To  remove  from  registration  by  means  of  a  post-effective
                amendment any of the securities  being  registered  which remain
                unsold at the termination of the offering.

         The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act that is  incorporated by reference in this  registration  statement
shall be deemed to be a new  registration  statement  relating to the securities
offered  therein,  and the  offering  of such  securities  at that time shall be
deemed to be the initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
registrant  pursuant to the  provisions set forth or described in Item 6 of this
Registration  Statement,  or otherwise,  the registrant has been advised that in
the opinion of the Securities and Exchange  Commission such  indemnification  is
against  public  policy as expressed in the  Securities  Act and is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  registrant of expenses  incurred or
paid by a  director,  officer or  controlling  person of the  registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.



<PAGE>


                                                        SIGNATURES

         Pursuant  to  the  requirements  of the  Securities  Act,  the  Company
certifies  that it has  reasonable  grounds  to  believe  that it meets  all the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Naperville  and State of Illinois on the 27th day of
June, 1996.

                  .........              NALCO CHEMICAL COMPANY


                  .........                         By /s/ E. J. Mooney
                                                     ----------------
                  .........                          E. J. Mooney
                  .........                       Chairman of the Board, Chief
                                                Executive Officer and President


                                                     POWER OF ATTORNEY

         Each person  whose  signature  appears  below  hereby  constitutes  and
appoints E. J. Mooney and S. J.  Gioimo,  and each of them,  the true and lawful
attorneys-in-fact and agents of the undersigned, with full power of substitution
and resubstitution,  for and in the name, place and stead of the undersigned, in
any and all capacities, to sign any and all amendments (including post-effective
amendments)  to this  Registration  Statement,  and to file the  same,  with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities and Exchange Commission,  and hereby grants to such attorneys-in-fact
and agents,  and each of them,  full power and  authority to do and perform each
and every act and thing  requisite  and  necessary  to be done,  as fully to all
intents and  purposes  as the  undersigned  might or could do in person,  hereby
ratifying and confirming all that said  attorneys-in-fact  and agents, or any of
them, or their or his or her substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities indicated on the 27th day of June, 1996.


             Signature.....                                            Title
             ---------                                                 -----

/s/ E. J. Mooney  .........    Chairman of the Board, Chief Executive Officer,
- ----------------                     
E. J. Mooney      .........    President and Director

/s/ W. E. Buchholz.........    Vice President and Chief Financial Officer
- ------------------                             
W. E. Buchholz

/s/ R. L. Ratliff .........    Controller
- -----------------                                     
R. L. Ratliff

/s/ J. L. Ballesteros......    Director
- ---------------------                                        
J. L. Ballesteros

/s/ H. G. Bernthal.........    Director
- ------------------                                           
H. G. Bernthal

______________    .........    Director
H. Corless

______________    .........    Director
H. M. Dean

/s/ J. P. Frazee, Jr.......    Director
- ---------------------                                        
J. P. Frazee, Jr.

/S/ A. L. Kelly   .........    Director
- ---------------                                     
A. L. Kelly

/s/ F. A. Krehbiel.........    Director
- ------------------                                           
F. A. Krehbiel

/s/ W. A. Pogue   .........    Director
- ---------------                                     
W. A. Pogue

/s/ J. J. Shea    .........    Director
- --------------                                               
J. J. Shea


<PAGE>
<TABLE>
<CAPTION>


                                                     INDEX TO EXHIBITS
<S>                <C>                                                          <C>   

                  .........                                                     Sequentially
Exhibit           .........                                                     Numbered
Number            Exhibit..                                                     Page

(4.1)             .........Restated Certificate of Incorporation1

(4.2)             .........Certificates of Correction and Amendment to
                  .........the Restated Certificate of Incorporation2

(4.3)             .........Certificate of Designations, Preferences and Rights
                  .........of Series B ESOP Convertible Preferred Stock3

(4.4)             .........By-laws4

(4.5)             .........Certificate of Designations, Preference and Rights
                  .........of Series C Junior Participating Preferred Stock4

(5)               .........Opinion of Counsel as to the legality of                12
                  .........the securities being registered

(23.1)            .........Consent of S. J. Gioimo is contained in the             12
                  .........opinion filed as Exhibit 5 to this Registration
                  .........statement.

(23.2)            .........Consent of Price Waterhouse LLP                         13

(24)              .........Powers of Attorney (Contained on the signature           9
                  .........page of the original registration statement
                  .........hereof)

</TABLE>





<PAGE>


June 27, 1996


                         "This    document  constitutes  part  of  a  prospectus
                                  covering  securities that have been registered
                                  under the Securities Act of 1933."


                                                  NALCO CHEMICAL COMPANY

                                             EMPLOYEE STOCK COMPENSATION PLAN


                             DESCRIPTION OF EMPLOYEE STOCK COMPENSATION PLAN

         On December  21,  1995,  the Board of  Directors  approved the Employee
Stock  Compensation Plan (the "Plan") effective as of January 1, 1996 subject to
approval of the stockholders which was obtained. The Plan shall end December 31,
2005.

         The Plan is administered by the Executive  Compensation  Committee (the
"Committee").  The Committee is elected by the Board of Directors of the Company
at its Annual  Meeting  each year and its  members are subject to removal by the
Board.

         The Plan is not  subject  to ERISA  requirements  and is not  qualified
under Section 401(a) of the Internal Revenue Code as amended (the "Code").

Purpose and Eligibility
         The  purpose  of the  Plan is to  encourage  ownership  of stock of the
Company  by  employees  of the  Company  and  its  subsidiaries  and to  provide
additional long term incentive for them to continue their  association  with the
Company  and to promote  the  success of the  business  by using  their  maximum
efforts in its behalf.  All  employees of the Company and its  subsidiaries  are
eligible  to  participate  in the Plan.  The  Committee  shall  designate  which
employees shall receive awards under the Plan.

Shares Subject to Plan
         The aggregate  number of shares of the Company's  common stock that may
be  granted  under  the Plan is  8,000,000  shares.  Such  shares  may be either
authorized  and unissued  shares or Treasury  shares.  A grant to an employee is
limited to a maximum of 200,000  shares  pursuant  to a Stock  Option and 50,000
Share  Units  during  a  year,  subject  to  any  adjustments  upon  changes  in
capitalization.  Shares  subject to grants that are canceled or terminated  will
again become  available for use under the Plan. In the event there is any change
in  capitalization  of the Company,  such as stock  splits,  stock  dividends or
spin-off,  the number of shares  reserved for use under the Plan, and the number
of  Stock  Options  or  Share  Units  covered  by  outstanding  grants  shall be
appropriately adjusted.


Administration
         The Plan shall be administered by the Executive  Compensation Committee
(the "Committee"),  which shall consist of two or more  disinterested  directors
appointed  by  the  Board.  A  member  of  the  Board  shall  be  deemed  to  be
disinterested  if he or she satisfies  such  requirements  as the Securities and
Exchange Commission may establish for disinterested  administrators acting under
plans  intended  to qualify  for  exemption  under Rule 16b-3 of the  Securities
Exchange Act of 1934, as amended,  (the  "Exchange  Act") and satisfies  Section
162(m) of the  Internal  Revenue Code of 1986,  as amended,  (the  "Code").  The
Committee is authorized  to interpret  the terms and  provisions of the Plan, to
accellerate  the  vesting of any  previously  grant award and to adopt rules and
regulations for the  administration of the Plan. To the extent permitted by law,
the Committee may delegate its powers.

Stock Option Grants and Exercises
         The Committee may grant  non-qualified Stock Options or incentive Stock
Options subject to Section 422(b) of the Code.  Options will be granted for such
terms as the Committee shall  determine,  but not longer than ten years from the
date of grant.  The option price will be the fair market value of the  Company's
Common Stock on the date of grant, or par value if greater.  The option exercise
price can be paid in cash or in shares of  Company  Common  Stock that have been
held by the employee for at least six months. The maximum number of shares which
may be granted to a key  management  employee  during any fiscal year is 250,000
shares.

Termination of Stock Option Grants
         Options  terminate  upon  termination  of  employment,  except  that an
optionee may exercise the option for five years following  retirement  under the
Company's  retirement  program  or  termination  of  employment  for  total  and
permanent  disability.  If the employee dies while employed or within five years
of retirement,  the option may be exercised within the longer of five years from
the date of  retirement or one year from the date of death by any person to whom
the  option  passes  by will or the laws of  descent  and  distribution.  In all
instances,  however, the option must be exercised during the term established at
the time of grant.

Share Units
         The  Committee  will select the  employees  to be granted  Share Units,
determine  the number of such units to be granted,  establish the date of grant,
and determine the time and  conditions  under which the Share Units would become
vested.  The Company shall record in a separate  account set up for each grantee
the number of Share Units awarded.  Whenever the Company pays a cash dividend or
makes any cash  distribution  with  respect  to issued and  outstanding  Company
Common Stock it will  promptly pay to each grantee of Share Units the fair value
of such dividends or  distributions in respect to the number of Share Units held
on a one-to-one  basis.  Whenever  the Company  pays a Common Stock  Dividend or
makes a Common Stock distribution with respect to issued and outstanding Company
Common  Stock  that does not result in an  adjustment  of Share  Units,  it will
promptly pay to each grantee a number of Dividend Units as shall be allocable to
the Share Units held on a one-to-one basis. If any dividends on Common Stock are
payable  in a form  other  than  cash,  the  applicable  Dividend  Units for the
Qualified Share Units shall not be currently  distributable to the grantee,  but
shall be reinvested in additional Share Units that are credited to the grantee's
account, subject to the vesting restrictions applicable to that account.

Vesting of Share Units
         Awards of Common  Stock will be made to Share Unit  grantees  within 45
days of vesting.  Vesting shall only occur if on the date of vesting the grantee
has continuously  been an employee of the Company or its subsidiaries  since the
date of award. The Committee, subject to the approval of the Board of Directors,
may  cancel  in whole or part any  grant of Share  Units  not yet  vested  if it
determines the grantee is not performing satisfactorily.  In the event of death,
total and permanent  disability,  or retirement of a grantee before vesting, all
Share Units shall automatically become vested.

Qualified Share Units
         The  Committee,  in its  discretion,  may  designate  Share Units being
granted  to  any   grantee  as   "Qualified   Share   Units"   intended   to  be
"performance-based  compensation" as that term is used in section 162 (m) of the
Code. No grantee may receive both Share Units and  Qualified  Share Units in the
same year.  Performance  targets  applicable to a grant of Qualified Share Units
shall  be  established  by the  Committee.  Such  performance  targets  shall be
objective  and  established  in writing by the  Committee not later than 90 days
after the beginning of the performance  period (but in no event after 25% of the
performance  period has  elapsed)  and while the  outcome as to the  performance
targets is substantially  uncertain.  The performance targets established by the
Committee  shall be based on one or more of the following  specific  performance
goals: quality, customer satisfaction, profitability, return on sales, return on
equity, return on capital,  productivity, net margin as a percentage of revenue,
or debt to  capitalization.  These  goals  may be in lieu of or in  addition  to
vesting requirements that are based on continued employment.

         With certain  exceptions  described below,  Qualified Share Units shall
not  become  vested  unless  and until the  Committee  has  determined  that the
applicable performance target(s) have been attained. To the extent the Committee
exercises  discretion  in making such a  determination,  such  exercise  may not
result in an  increase  in the amount of the  benefit  that would  otherwise  be
provided to the grantee.  Should the grantee's  employment  terminate because of
death or  total  and  permanent  disability  prior  to the end of a  performance
period,  the grantee's  Qualified Share Units shall become vested without regard
to whether the Qualified Share Units would be "performance-based  compensation".
If a grantee's employment terminates because of retirement prior to the end of a
performance period, the grantee's Qualified Share Units shall not vest until the
end of the  performance  period and then only to the extent that  vesting  would
have occurred if the grantee's retirement had occurred immediately after the end
of the performance period.

Modification and Termination of Plan
         The Plan may be terminated at any time or may be modified or amended by
the Board of Directors except that no change shall be made that would disqualify
the Plan from the  exemption  provided by Rule 16b-3 under the  Exchange  Act of
1934  (the   "Exchange   Act")  or  that  would   disqualify   the   options  as
"performance-based compensation" under Section 162(m) of the Code.

Taxes
         The grant of a  non-qualified  Stock  Option will not result in taxable
income to the employee. The employee will realize ordinary income at the time of
exercise in an amount equal to the excess of the fair market value of the shares
acquired  at the time  income  is  realized  over the  exercise  price for those
shares, and generally the Company will be entitled to a corresponding deduction.
The Committee has no present  intention to grant incentive Stock Options and has
not done so for the last ten years. However,  should the Company decide to award
an  Incentive  Stock  Option in the  future,  the tax  consequences  would be as
follows.  An employee who has been  granted an  Incentive  Stock Option will not
realize  taxable  income and the Company  will not be entitled to a deduction at
the time of the grant or  exercise  of such  option.  If the  employee  makes no
disposition of shares acquired  pursuant to an incentive stock option within two
years from the date of grant of such option,  or within one year of the transfer
of the  shares  to such  employee,  any gain or loss  realized  on a  subsequent
disposition of such shares will be treated as a long-term  capital gain or loss.
Under such circumstances,  the Company will not be entitled to any deduction for
Federal income tax purposes.  If the foregoing  holding period  requirements are
not satisfied,  the employee will generally  realize ordinary income at the time
of  disposition  in an amount  equal to the lesser of (i) the excess of the fair
market value of the shares on the date of exercise over the option price or (ii)
the excess of the amount realized upon  disposition of the shares,  if any, over
the option price, and the Company will be entitled to a corresponding deduction.
A grant of Share Units will not result in any taxable income.  However,  vesting
of the Share  Units and receipt of Common  Stock by an  employee  will result in
taxable   compensation   and  generally  the  Company  will  be  entitled  to  a
corresponding  deduction.  Federal  income tax laws are  complex  and subject to
change and interpretation; their applications may vary in individual cases.

Change of Control
         The Committee shall have the right, in its sole discretion,  to include
with  respect to any grant,  provisions  accelerating  any vesting of such grant
upon a Change of  Control  as  defined  under  other  Company  plans  subject to
securities law restrictions. Such acceleration rights may be included as part of
the agreement relating to such grants or may be included at any time thereafter.


Transferability
         Neither  Stock Options nor Share Units are  transferable  other than by
the laws of descent and  distribution or by will. Stock Options may be exercised
during his or her lifetime only by the employee to whom they are granted.

                                                      USE OF PROCEEDS

The Company does not know the number of shares that will ultimately be purchased
from the  Company  under the Plan nor the  prices at which such  shares  will be
sold. The proceeds are intended to be used for general corporate  purposes or to
purchase shares in the open market for participants.

                                               DESCRIPTION OF CAPITAL STOCK

Common Stock
         The record holders of the Common Stock are entitled,  ratably,  to such
dividends  thereon as the  Company's  Board of Directors in its  discretion  may
declare out of funds  available  therefor;  are entitled to receive pro rata all
assets of the Company available for distribution to stockholders in the event of
liquidation  of the Company;  are entitled to one vote for each share held;  and
have no preemptive  rights to purchase or subscribe for any stock of the Company
now or hereafter  authorized or securities  convertible  into Common stock.  The
shares offered hereby,  upon issuance pursuant to the terms of the Plan, will be
fully paid and non-assessable. There is no charter restriction on the repurchase
by the Company of shares of its own stock.

Preferred Stock
         The Company's Restated  Certificate of Incorporation  permits the Board
of Directors of the Company,  without further stockholder approval, to authorize
the issuance of up to 2,000,000 shares of Preferred Stock,  $1.00 par value, and
to fix the various rights,  preferences,  terms and provisions of each series of
Preferred  Stock so issued.  No such Preferred  Stock has been issued other than
Series B ESOP Convertible  Preferred Stock (the "ESOP Stock"),  of which 415,800
Shares  were  issued to the  Northern  Trust  Company  as  Trustee  of the Nalco
Chemical  Company  Employee Stock Ownership Plan (the "ESOP").  These shares are
subject to restrictions on transfer set forth in the Certificate of Designations
relating to the ESOP Stock and a stock purchase transfer agreement dated May 15,
1989. The shares are convertible into the Company's Common Stock in a 20-1 ratio
with the number of votes per share of ESOP  stock  equal to the shares of Common
Stock into which the ESOP Stock can be  converted.  Except  with  respect to the
preferred  share  purchase  rights  described  below,  there  are  presently  no
understandings,  agreements,  negotiations  or  discussions  which will or might
involve the possible issuance of Preferred Stock for any purpose.

Preferred Share Purchase Rights
         On June 20,  1996,  the  Company's  Board of  Directors  adopted  a new
shareholder  rights plan to replace the Company's  existing  shareholder  rights
plan, which expires on August 31, 1996.  Under the new shareholder  rights plan,
each  stockholder of record on September 1, 1996 will receive a distribution  of
one Right (the "New Rights") for each share of the Company's  outstanding Common
Stock. Initially, the New Rights, like the rights issued under the existing plan
(the  "Existing  Rights"),   are  represented  by  the  Company's  common  stock
certificates and are not presently exercisable.  A New Right will be issued with
respect to all shares of newly-issued Common Stock after September 1, 1996.

         The Existing  Rights or, after September 1, 1996, the New Rights become
exercisable only if a person  acquires,  or announces a tender offer which would
result in, beneficial ownership of 15% or more of the Company's Common Stock. If
a person acquires  beneficial  ownership of 15% or more of the Company's  Common
Stock,  all holders of Rights other than the acquiring  person will generally be
entitled  to  purchase  the  Company's  Common  Stock at one-half of its average
market price over a specified period.  The Existing Rights are more particularly
described  in the  Company's  Registration  Statement on Form 8-A filed with the
Commission on August 1, 1986, and Forms 8 and Form 8-K filed with the Commission
on July 6, 1989. The new shareholder rights plan is more particularly  described
in the Company's  Registration Statement on Form 8-A and its Form 8-K filed with
the Commission on June 24, 1996.



                                  INCORPORATION OF DOCUMENTS BY REFERENCE
                                       AND AVAILABLE INFORMATION

         The following documents or portions of documents, previously filed with
the Securities and Exchange  Commission,  (the  "Commission")  are  incorporated
herein by reference:

         (1)     The Company's Quarterly Report on Form 10-Q for the quarter
                 ended March 31, 1996 (file No. 1-4957).

         (2)     The Company's Annual Report on Form 10-K for the year ended 
                 December 31, 1995.

         (3)    Description of Preferred  Share Purchase  Rights included in the
                Registration  Statement  on Form 8-A  filed  August  1, 1986 and
                Forms 8 & 8-K filed July 6, 1989 (File No. 1-4957).

         (4)     Description of Preferred Share Purchase Rights included in the
                 Registration Statement on Forms 8-A and
                 8-K filed June 24, 1996 (File No. 1-4957).

         All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior
to  the  termination  of  the  offering  made  hereby  shall  be  deemed  to  be
incorporated  by  reference  in this  Prospectus  and to be a part  hereof.  Any
statement  contained in a document  incorporated or deemed to be incorporated by
reference  herein will be deemed to be modified or  superseded  for  purposes of
this Prospectus to the extent that a statement  contained herein or in any other
subsequently  filed  document  which  is or is  deemed  to  be  incorporated  by
reference  herein modifies or supersedes any such statement.  Any such statement
so  modified  or  superseded  will  not be  deemed,  except  as so  modified  or
superseded, to constitute a part of this Prospectus.

         The Company will provide  without charge to each person,  including any
beneficial  owner, to whom this Prospectus is delivered,  on the request of such
person,  a copy  of  any  of the  foregoing  documents  incorporated  herein  by
reference  (other than the exhibits to such  documents  unless such exhibits are
specifically  incorporated  by  reference  into such  documents).  Requests  for
reports and for  additional  information  about the Plan and its  administration
should be directed to the Secretary,  Nalco Chemical Company,  One Nalco Center,
Naperville, Illinois 60563-1198 (telephone number (708) 305-1000).

         The  Company  is  subject  to  the  informational  requirements  of the
Securities Exchange Act of 1934, as amended,  and in accordance  therewith files
reports and other  information with the Securities and Exchange  Commission (the
"Commission").  Reports,  proxy  material and other  information  concerning the
Company  can be  inspected  and copied at the offices of the  Commission  at 450
Fifth Street, N.W., Washington,  D.C. 20549 or at its regional offices, 500 West
Madison Street, Chicago,  Illinois 60661 and Seven World Trade Center, New York,
New York  10048.  Copies  of such  material  can be  obtained  from  the  Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington,  D.C.
20549 at prescribed  rates.  Such reports,  proxy material and other information
concerning  the Company also may be inspected at the offices of the New York and
the Chicago Stock Exchanges on which the Common Stock of the Company is listed.



shared\sec\escp.doc

- --------
1 Incorporated herein by reference from the Registrant's Form 10-K for the year
  ended 1987.
2 Incorporated herein by reference from the Registrant's Form 10-K for the year
  ended 1991.
3 Incorporated herein by reference from the Registrant's Form 8-K dated May 15,
  1989.
4 Incorporated herein by reference from the Registrant's Form 8-K dated June 24,
  1996.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 50557}]
{"company-data": {"conformed-name": "NALCO CHEMICAL CO", "cik": "0000069598", "assigned-sic": "2890", "irs-number": "361520480", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-06963", "film-number": "96586909"}, "business-address": {"street1": "ONE NALCO CTR", "city": "NAPERVILLE", "state": "IL", "zip": "60563", "phone": "7083051000"}, "mail-address": {"street1": "ONE NALCO CENTER", "city": "NAPERVILLE", "state": "IL", "zip": "60563-1198"}}
1

As filed with the Securities and Exchange Commission on June 27, 1996.
- --------------                          SECURITIES AND EXCHANGE COMMISSION
                                              Washington, D. C. 20549
                                        ----------------------------------

                                                     FORM S-8

                                              REGISTRATION STATEMENT
                                                       Under
                                            THE SECURITIES ACT OF 1933
                                        -----------------------------------

                                              NALCO CHEMICAL COMPANY
                                       Incorporated in the State of Delaware
                                      Employer Identification No. 36-1520480
                                       ------------------------------------

                                         EMPLOYEE STOCK COMPENSATION PLAN
                                             (Full title of the plan)

                                              S. J. Gioimo, Secretary
                                              NALCO CHEMICAL COMPANY
                                                 One Nalco Center
                                          Naperville, Illinois 60563-1198
                                      (Name and address of agent for service)
                                                   708-305-1000
                                      (Telephone number of agent for service)

                                              CALCULATION OF REGISTRATION FEE

- ------------------------------------------------- Proposed
                                Proposed          Maximum          Amount
Title of           Amount       Maximum           Aggregate        of
Securities to      to be        Offering Price    Offering         Registration
be Registered      Registered   Per Share(1)      Price(1)         Fee

- --------------------------------------------------------------------------------
Common Stock par
value $0.1875-per
Share (including
Preferred Stock     8,000,000
Purchase Rights)    Shares      $31.3125         $250,500,000      $86,379.31

(1)      Estimated  solely for purposes of  determining  the  registration  fee,
         based on the  average  of the high and low sales  price on the New York
         Stock Exchange Composite Tape on June 21, 1996.

- --------------------------------------------------------------------------------
                                                  NALCO CHEMICAL COMPANY
- --------------------------------------------------------------------------------
                                                     8,000,000 Shares
                                                       Common Stock
                                                par value $0.1875 per share
                                                ---------------------------

Up to 8,000,000  shares (the  "Shares") of common stock,  par value $0.1875 (the
"Common  Stock"),  of Nalco  Chemical  Company  (the  "Company")  are offered by
persons who may be deemed to be affiliates of the Company and will be identified
in an  appendix  to the  prospectus  (the  "Selling  Stockholders").  The Shares
offered are those  acquirable by the Selling  Stockholders or for the account of
their donees or pledgees as key executive participants of the Company's Employee
Stock Compensation Plan (the "Plan").  The Selling Stockholders may, the Company
not so  conceding,  be deemed  to be  "affiliates"  within  the  meaning  of the
Securities Act of 1933, as amended. The Shares are being sold for the account of
the Selling  Stockholders  or their  donees or pledgees and the Company will not
receive any proceeds from the sale of the Shares.

All or a portion of the  Shares  may be  offered  and sold on the New York Stock
Exchange,  the  Chicago  Stock  Exchange  or  otherwise  at market  prices  then
prevailing  or at prices and upon terms  then  obtainable.  Sales may be made in
ordinary brokerage transactions,  in block transactions, in privately negotiated
transactions or otherwise.  If the Shares are sold through brokers,  the Selling
Stockholders  or their  donees or  pledgees  expect to pay  customary  brokerage
commissions and charges. The Company will bear the costs of the offering, except
that the Selling Stockholders or their donees or pledgees will pay all brokerage
commissions and charges as well as fees and expenses of any counsel  retained by
them.

On June 26, 1996, the last reported sale price of the Common Stock on the New
 York Stock Exchange was $30.75 per share.
                                                  -----------------------

            THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
              SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
              COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
                    OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
                    ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
                        REPRESENTATION TO THE CONTRARY IS
                                 A CRIMINAL OFFENSE.
                            -------------------------------

                       The date of this Prospectus is June 27, 1996
No person is authorized in connection  with any offering made hereby to
give  any  information  or to make  any  representation  not  contained  in this
Prospectus,  and, if given or made, such information or representation  must not
be  relied  upon  as  having  been  authorized  by the  Company  or any  Selling
Stockholder.  This  Prospectus  does  not  constitute  an  offer  to  sell  or a
solicitation of an offer to buy any security other than the Common Stock offered
hereby, nor does it constitute an offer to sell or a solicitation of an offer to
buy any of the securities  offered hereby to any person in any  jurisdiction  in
which it is  unlawful  to make  such an offer or  solicitation  to such  person.
Neither the delivery of the Prospectus  nor any sale made hereunder  shall under
any circumstances  create any implication that the information  contained herein
is correct as of any date subsequent to the date hereof.

                                                     TABLE OF CONTENTS

Available Information...............................2  Plan of Distribution...4
Incorporation by Reference..........................3  Description of Capital.4
The Company.........................................4    Stock

                                                   AVAILABLE INFORMATION

 .........The Company is subject to the informational requirements of the 
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in 
accordance therewith files reports and other information with the Securities 
and Exchange Commission (the "Commission").  Reports, proxy material and other
information concerning the Company can be inspected and copied at the offices 
of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 or at its 
regional offices, 500 West Madison Street, Chicago, Illinois 60661 and Seven
World Trade Center, New York, New York 10048.  Copies of such material can be 
obtained from the Public Reference Section of the Commission at 450 Fifth 
Street, N.W., Washington, D.C.20549 at prescribed rates.  Such reports, proxy 
material and other information concerning the Company also may be inspected at
the offices of the New York and the Chicago Stock Exchanges on which the Common
Stock of the Company is listed.

 .........The  Company has filed with the Commission a registration  statement on
Form  S-8  (together  with  all  amendments  and  exhibits,   the  "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities Act"),
with  respect to the shares of Common  Stock  offered  hereby.  This  prospectus
("Prospectus"), which constitutes a part of the Registration Statement, does not
contain all the information  set forth in the  Registration  Statement,  certain
items of which are  contained  in  exhibits  to the  Registration  Statement  as
permitted by the rules and  regulations of the  Commission.  Statements  made in
this  Prospectus as to the content of any contract,  agreement or other document
referred to are not  necessarily  complete.  With respect to each such contract,
agreement or other document filed or  incorporated by reference as an exhibit to
the Registration Statement, reference is made to the exhibit for a more complete
description  of the matter  involved,  and each such  statement  shall be deemed
qualified in its entirety by such reference.

                                                INCORPORATION BY REFERENCE

 .........The following documents filed by the Company with the Commission
 pursuant to the Exchange Act are incorporated by reference in this Prospectus:

(1)      The Company's Quarterly Report on Form 10-Q for the quarter ended March
          31, 1996 (File No. 1-4957)

(2)      The Company's Annual Report on Form 10-K for the fiscal year ended 
         December 31, 1995 (File No. 1-4957).

(3)     Description  of  Preferred   Share  Purchase   Rights  included  in  the
        Registration  Statement on Form 8-A filed August 1, 1986 and Forms 8 and
        8-K filed July 6, 1989 (File No. 1-4957).

(4)      Description of Preferred Share Purchase Rights included in the 
         Registration Statement on Forms 8-A and 8-K filed June 24, 1996 
         (File No. 1-4957).

         All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior
to  the  termination  of  the  offering  made  hereby  shall  be  deemed  to  be
incorporated  by reference in this  Prospectus  and to be a part hereof from the
date  of  filing  of such  documents.  Any  statement  contained  in a  document
incorporated or deemed to be incorporated by reference  herein will be deemed to
be modified or superseded  for purposes of this  Prospectus to the extent that a
statement  contained herein or in any other subsequently filed document which is
or is deemed to be incorporated  by reference  herein modifies or supersedes any
such statement. Any such statement so modified or superseded will not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.

         The Company hereby  undertakes to provide without charge to each person
to whom a copy of the Prospectus  has been  delivered  (including any beneficial
owner), on the written or oral request of any such person, a copy of any and all
of the  documents  referred to above which have been or may be  incorporated  in
this Prospectus by reference,  other than exhibits to such documents unless such
exhibits are specifically  incorporated by reference in the information that the
Registration  Statement  incorporates.   Requests  should  be  directed  to  the
Secretary,  Nalco  Chemical  Company,  One Nalco  Center,  Naperville,  Illinois
60563-1198,  the Company's principal executive offices.  The Company's telephone
number is 708/305-1000.

                                                        THE COMPANY

         Nalco Chemical Company was incorporated in 1928 in Delaware and has its
principal   executive  offices  at  One  Nalco  Center,   Naperville,   Illinois
60563-1198. Its telephone number is 708/305-1000.

         The Company is engaged  primarily in the manufacture and sale of highly
specialized  service  chemicals.  This  includes  the  production  and  sale  of
chemicals,  technology and services,  and systems  (monitoring and surveillance)
used in water treatment,  pollution control,  energy conservation,  steelmaking,
papermaking,  mining  and  mineral  processing,  electricity  generation,  other
industrial processes, and commercial building utility systems.

                                                   PLAN OF DISTRIBUTION

         The Selling  Stockholders  have  advised the Company that they or their
donees or  pledgees  may from time to time  offer and sell the Shares on the New
York Stock  Exchange,  the Chicago Stock  Exchange or otherwise at market prices
then prevailing or at prices and upon terms then  obtainable.  Sales may be made
in  ordinary  brokerage  transactions,   in  block  transactions,  in  privately
negotiated  transactions or otherwise.  If the Shares are sold through  brokers,
the Selling  Stockholders  or their donees or pledgees  expect to pay  customary
brokerage  commissions  and  charges.  The  Company  will  bear the costs of the
offering,  except that the Selling Stockholders or their donees or pledgees will
pay all  brokerage  commissions  and charges as well as fees and expenses of any
counsel retained by them.

                                               DESCRIPTION OF CAPITAL STOCK

Common Stock
         The record holders of the Common Stock are entitled,  ratably,  to such
dividends  thereon as the  Company's  Board of Directors in its  discretion  may
declare out of funds  available  therefor;  are entitled to receive pro rata all
assets of the Company available for distribution to stockholders in the event of
liquidation  of the Company;  are entitled to one vote for each share held;  and
have no preemptive  rights to purchase or subscribe for any stock of the Company
now or hereafter  authorized or securities  convertible  into Common Stock.  All
outstanding  shares of Common Stock,  including the shares offered  hereby,  are
fully paid and non-assessable. There is no charter restriction on the repurchase
by the Company of shares of its own stock.

Preferred Stock
         The Company's Restated  Certificate of Incorporation  permits the Board
of Directors of the Company,  without further stockholder approval, to authorize
the issuance of up to 2,000,000 shares of Preferred Stock,  $1.00 par value, and
to fix the various rights,  preferences,  terms and provisions of each series of
Preferred  Stock so issued.  No such Preferred  Stock has been issued other than
Series B ESOP Convertible  Preferred Stock (the "ESOP Stock"),  of which 415,800
Shares  were  issued to the  Northern  Trust  Company  as  Trustee  of the Nalco
Chemical  Company  Employee Stock Ownership Plan (the "ESOP").  These shares are
subject to restrictions on transfer set forth in the Certificate of Designations
relating to the ESOP Stock and a stock purchase transfer agreement dated May 15,
1989. The shares are convertible into the Company's Common Stock in a 20-1 ratio
with the number of votes per share of ESOP  stock  equal to the shares of Common
Stock into which the ESOP Stock can be converted.

Preferred Share Purchase Rights
         On June 20,  1996,  the  Company's  Board of  Directors  adopted  a new
shareholder  rights plan to replace the Company's  existing  shareholder  rights
plan, which expires on August 31, 1996.  Under the new shareholder  rights plan,
each  stockholder of record on September 1, 1996 will receive a distribution  of
one Right (the "New Rights") for each share of the Company's  outstanding Common
Stock. Initially, the New Rights, like the rights issued under the existing plan
(the  "Existing  Rights"),   are  represented  by  the  Company's  common  stock
certificates and are not presently exercisable.  A New Right will be issued with
respect to all shares of newly-issued Common Stock after September 1, 1996.

         The Existing  Rights or, after September 1, 1996, the New Rights become
exercisable only if a person  acquires,  or announces a tender offer which would
result in, beneficial ownership of 15% or more of the Company's Common Stock. If
a person acquires  beneficial  ownership of 15% or more of the Company's  Common
Stock,  all holders of Rights other than the acquiring  person will generally be
entitled  to  purchase  the  Company's  Common  Stock at one-half of its average
market price over a specified period.  The Existing Rights are more particularly
described  in the  Company's  Registration  Statement on Form 8-A filed with the
Commission on August 1, 1986, and Forms 8 and Form 8-K filed with the Commission
on July 6, 1989. The new shareholder rights plan is more particularly  described
in the Company's  Registration Statement on Form 8-A and its Form 8-K filed with
the Commission on June 24, 1996.

                                                  VALIDITY OF THE SHARES

         The validity of the shares offered hereby will be passed upon for the
 Company by S. J. Gioimo, Corporate Secretary of the Company, Attorney at Law. 
 S. J. Gioimo is the beneficial owner of approximately 4,930 shares of Common
Stock.  She also has options to acquire 18,900 shares of Common Stock under the
Company's Stock Option Plans.
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                                                          PART II

                      INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         The following documents or portions of documents  previously filed with
the Securities  and Exchange  Commission  (the  "Commission")  are  incorporated
herein by reference:

(1)      The Company's Quarterly Report on Form 10-Q for the quarter ended 
         March 31, 1996 (File No. 1-4957)

(2)      The Company's Annual Report on Form 10-K for the fiscal year ended 
         December 31, 1995 (File No. 1-4957).

(3)     Description  of  Preferred   Share  Purchase   Rights  included  in  the
        Registration Statement on Form 8-A filed August 1, 1986, and Forms 8 and
        8-K filed July 6, 1989 (File No. 1-4957).

(4)      Description of Preferred Share Purchase Rights included in the 
         Registration Statement on Forms 8-A and 8-K filed June 24, 1996 (
         File No. 1-4957).

         All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior
to  the  termination  of  the  offering  made  hereby  shall  be  deemed  to  be
incorporated  by reference in this  Prospectus  and to be a part hereof from the
date  of  filing  of such  documents.  Any  statement  contained  in a  document
incorporated or deemed to be incorporated by reference  herein will be deemed to
be modified or superseded  for purposes of this  Prospectus to the extent that a
statement  contained herein or in any other subsequently filed document which is
or is deemed to be incorporated  by reference  herein modifies or supersedes any
such statement. Any such statement so modified or superseded will not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.

Item 4.  Description of Securities

Not applicable.

Item 5.  Interests of Named Experts and Counsel

         S. J. Gioimo, Corporate Secretary of the Company, is the beneficial 
owner of approximately 4,930 shares of the Company Common Stock.  She also has
options under the Company's Stock Option Plans to acquire 18,900 shares of 
Common Stock.

IItem 6.  Indemnification of Directors and Officers

         (a)    Section 145 of the Delaware general Corporation Act permits, and
                in some  circumstances  requires,  indemnification  of officers,
                directors and employees of the Company.

         (b)    Article Six of the Certificate of  Incorporation  of the Company
                requires the Company to indemnify  directors and officers of the
                Company to the full extent permitted by law.

         (c)    The  Company  maintains  insurance  policies  which  insure  the
                Company and the  officers and  directors of the Company  against
                certain  liabilities,  including certain liabilities which might
                arise under the Securities Act of 1933.

Item 7.  Exemption from Registration Claimed

         Not applicable.

Item 8.  Exhibits

         See Exhibit Index  included  herewith which is  incorporated  herein by
reference.

Item 9.  Undertakings

         The undersigned registrant hereby undertakes:

         (a)    To file,  during any  period in which  offers or sales are being
                made, a post-effective amendment to this registration statement:

                (i)     To include any prospectus required by section 10(a)(3) 
                        of the Securities Act of 1933;

                (ii)   To reflect in the  prospectus any facts or events arising
                       after the effective  date of the  registration  statement
                       (or the most  recent  post-effective  amendment  thereof)
                       which,  individually  or in the  aggregate,  represent  a
                       fundamental  change in the  information  set forth in the
                       registration statement;

                (iii)   To include any material information with respect to the
                        plan of distribution not previously
                       disclosed in the registration statement;

                        Provided, however, that paragraphs (a)(i) and (a)(ii) do
                       not apply if the registration statement is on Form S-3 or
                       Form S-8, and the information  required to be included in
                       a   post-effective   amendment  by  those  paragraphs  is
                       contained  in periodic  reports  filed by the  registrant
                       pursuant to section 13 or section 15(d) of the Securities
                       Exchange Act of 1934 that are  incorporated  by reference
                       in the registration statement.

         (b)    That,  for the purpose of  determining  any liability  under the
                Securities  Act,  each such  post-effective  amendment  shall be
                deemed  to be a  new  registration  statement  relating  to  the
                securities offered therein,  and the offering of such securities
                at that  time  shall  be  deemed  to be the  initial  bona  fide
                offering thereof.

         (c)    To  remove  from  registration  by  means  of  a  post-effective
                amendment any of the securities  being  registered  which remain
                unsold at the termination of the offering.

         The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act that is  incorporated by reference in this  registration  statement
shall be deemed to be a new  registration  statement  relating to the securities
offered  therein,  and the  offering  of such  securities  at that time shall be
deemed to be the initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
registrant  pursuant to the  provisions set forth or described in Item 6 of this
Registration  Statement,  or otherwise,  the registrant has been advised that in
the opinion of the Securities and Exchange  Commission such  indemnification  is
against  public  policy as expressed in the  Securities  Act and is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  registrant of expenses  incurred or
paid by a  director,  officer or  controlling  person of the  registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.
SIGNATURES

         Pursuant  to  the  requirements  of the  Securities  Act,  the  Company
certifies  that it has  reasonable  grounds  to  believe  that it meets  all the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Naperville  and State of Illinois on the 27th day of
June, 1996.

                  .........              NALCO CHEMICAL COMPANY

                  .........                         By /s/ E. J. Mooney
                                                     ----------------
                  .........                          E. J. Mooney
                  .........                       Chairman of the Board, Chief
                                                Executive Officer and President

                                                     POWER OF ATTORNEY

         Each person  whose  signature  appears  below  hereby  constitutes  and
appoints E. J. Mooney and S. J.  Gioimo,  and each of them,  the true and lawful
attorneys-in-fact and agents of the undersigned, with full power of substitution
and resubstitution,  for and in the name, place and stead of the undersigned, in
any and all capacities, to sign any and all amendments (including post-effective
amendments)  to this  Registration  Statement,  and to file the  same,  with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities and Exchange Commission,  and hereby grants to such attorneys-in-fact
and agents,  and each of them,  full power and  authority to do and perform each
and every act and thing  requisite  and  necessary  to be done,  as fully to all
intents and  purposes  as the  undersigned  might or could do in person,  hereby
ratifying and confirming all that said  attorneys-in-fact  and agents, or any of
them, or their or his or her substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities indicated on the 27th day of June, 1996.

             Signature.....                                            Title
             ---------                                                 -----

/s/ E. J. Mooney  .........    Chairman of the Board, Chief Executive Officer,
- ----------------                     
E. J. Mooney      .........    President and Director

/s/ W. E. Buchholz.........    Vice President and Chief Financial Officer
- ------------------                             
W. E. Buchholz

/s/ R. L. Ratliff .........    Controller
- -----------------                                     
R. L. Ratliff

/s/ J. L. Ballesteros......    Director
- ---------------------                                        
J. L. Ballesteros

/s/ H. G. Bernthal.........    Director
- ------------------                                           
H. G. Bernthal

______________    .........    Director
H. Corless

______________    .........    Director
H. M. Dean

/s/ J. P. Frazee, Jr.......    Director
- ---------------------                                        
J. P. Frazee, Jr.

/S/ A. L. Kelly   .........    Director
- ---------------                                     
A. L. Kelly

/s/ F. A. Krehbiel.........    Director
- ------------------                                           
F. A. Krehbiel

/s/ W. A. Pogue   .........    Director
- ---------------                                     
W. A. Pogue

/s/ J. J. Shea    .........    Director
- --------------                                               
J. J. Shea
INDEX TO EXHIBITS
.........                                                     Sequentially
Exhibit           .........                                                     Numbered
Number            Exhibit..                                                     Page

(4.1)             .........Restated Certificate of Incorporation1

(4.2)             .........Certificates of Correction and Amendment to
                  .........the Restated Certificate of Incorporation2

(4.3)             .........Certificate of Designations, Preferences and Rights
                  .........of Series B ESOP Convertible Preferred Stock3

(4.4)             .........By-laws4

(4.5)             .........Certificate of Designations, Preference and Rights
                  .........of Series C Junior Participating Preferred Stock4

(5)               .........Opinion of Counsel as to the legality of                12
                  .........the securities being registered

(23.1)            .........Consent of S. J. Gioimo is contained in the             12
                  .........opinion filed as Exhibit 5 to this Registration
                  .........statement.

(23.2)            .........Consent of Price Waterhouse LLP                         13

(24)              .........Powers of Attorney (Contained on the signature           9
                  .........page of the original registration statement
                  .........hereof)
June 27, 1996

                         "This    document  constitutes  part  of  a  prospectus
                                  covering  securities that have been registered
                                  under the Securities Act of 1933."

                                                  NALCO CHEMICAL COMPANY

                                             EMPLOYEE STOCK COMPENSATION PLAN

                             DESCRIPTION OF EMPLOYEE STOCK COMPENSATION PLAN

         On December  21,  1995,  the Board of  Directors  approved the Employee
Stock  Compensation Plan (the "Plan") effective as of January 1, 1996 subject to
approval of the stockholders which was obtained. The Plan shall end December 31,
2005.

         The Plan is administered by the Executive  Compensation  Committee (the
"Committee").  The Committee is elected by the Board of Directors of the Company
at its Annual  Meeting  each year and its  members are subject to removal by the
Board.

         The Plan is not  subject  to ERISA  requirements  and is not  qualified
under Section 401(a) of the Internal Revenue Code as amended (the "Code").

Purpose and Eligibility
         The  purpose  of the  Plan is to  encourage  ownership  of stock of the
Company  by  employees  of the  Company  and  its  subsidiaries  and to  provide
additional long term incentive for them to continue their  association  with the
Company  and to promote  the  success of the  business  by using  their  maximum
efforts in its behalf.  All  employees of the Company and its  subsidiaries  are
eligible  to  participate  in the Plan.  The  Committee  shall  designate  which
employees shall receive awards under the Plan.

Shares Subject to Plan
         The aggregate  number of shares of the Company's  common stock that may
be  granted  under  the Plan is  8,000,000  shares.  Such  shares  may be either
authorized  and unissued  shares or Treasury  shares.  A grant to an employee is
limited to a maximum of 200,000  shares  pursuant  to a Stock  Option and 50,000
Share  Units  during  a  year,  subject  to  any  adjustments  upon  changes  in
capitalization.  Shares  subject to grants that are canceled or terminated  will
again become  available for use under the Plan. In the event there is any change
in  capitalization  of the Company,  such as stock  splits,  stock  dividends or
spin-off,  the number of shares  reserved for use under the Plan, and the number
of  Stock  Options  or  Share  Units  covered  by  outstanding  grants  shall be
appropriately adjusted.

Administration
         The Plan shall be administered by the Executive  Compensation Committee
(the "Committee"),  which shall consist of two or more  disinterested  directors
appointed  by  the  Board.  A  member  of  the  Board  shall  be  deemed  to  be
disinterested  if he or she satisfies  such  requirements  as the Securities and
Exchange Commission may establish for disinterested  administrators acting under
plans  intended  to qualify  for  exemption  under Rule 16b-3 of the  Securities
Exchange Act of 1934, as amended,  (the  "Exchange  Act") and satisfies  Section
162(m) of the  Internal  Revenue Code of 1986,  as amended,  (the  "Code").  The
Committee is authorized  to interpret  the terms and  provisions of the Plan, to
accellerate  the  vesting of any  previously  grant award and to adopt rules and
regulations for the  administration of the Plan. To the extent permitted by law,
the Committee may delegate its powers.

Stock Option Grants and Exercises
         The Committee may grant  non-qualified Stock Options or incentive Stock
Options subject to Section 422(b) of the Code.  Options will be granted for such
terms as the Committee shall  determine,  but not longer than ten years from the
date of grant.  The option price will be the fair market value of the  Company's
Common Stock on the date of grant, or par value if greater.  The option exercise
price can be paid in cash or in shares of  Company  Common  Stock that have been
held by the employee for at least six months. The maximum number of shares which
may be granted to a key  management  employee  during any fiscal year is 250,000
shares.

Termination of Stock Option Grants
         Options  terminate  upon  termination  of  employment,  except  that an
optionee may exercise the option for five years following  retirement  under the
Company's  retirement  program  or  termination  of  employment  for  total  and
permanent  disability.  If the employee dies while employed or within five years
of retirement,  the option may be exercised within the longer of five years from
the date of  retirement or one year from the date of death by any person to whom
the  option  passes  by will or the laws of  descent  and  distribution.  In all
instances,  however, the option must be exercised during the term established at
the time of grant.

Share Units
         The  Committee  will select the  employees  to be granted  Share Units,
determine  the number of such units to be granted,  establish the date of grant,
and determine the time and  conditions  under which the Share Units would become
vested.  The Company shall record in a separate  account set up for each grantee
the number of Share Units awarded.  Whenever the Company pays a cash dividend or
makes any cash  distribution  with  respect  to issued and  outstanding  Company
Common Stock it will  promptly pay to each grantee of Share Units the fair value
of such dividends or  distributions in respect to the number of Share Units held
on a one-to-one  basis.  Whenever  the Company  pays a Common Stock  Dividend or
makes a Common Stock distribution with respect to issued and outstanding Company
Common  Stock  that does not result in an  adjustment  of Share  Units,  it will
promptly pay to each grantee a number of Dividend Units as shall be allocable to
the Share Units held on a one-to-one basis. If any dividends on Common Stock are
payable  in a form  other  than  cash,  the  applicable  Dividend  Units for the
Qualified Share Units shall not be currently  distributable to the grantee,  but
shall be reinvested in additional Share Units that are credited to the grantee's
account, subject to the vesting restrictions applicable to that account.

Vesting of Share Units
         Awards of Common  Stock will be made to Share Unit  grantees  within 45
days of vesting.  Vesting shall only occur if on the date of vesting the grantee
has continuously  been an employee of the Company or its subsidiaries  since the
date of award. The Committee, subject to the approval of the Board of Directors,
may  cancel  in whole or part any  grant of Share  Units  not yet  vested  if it
determines the grantee is not performing satisfactorily.  In the event of death,
total and permanent  disability,  or retirement of a grantee before vesting, all
Share Units shall automatically become vested.

Qualified Share Units
         The  Committee,  in its  discretion,  may  designate  Share Units being
granted  to  any   grantee  as   "Qualified   Share   Units"   intended   to  be
"performance-based  compensation" as that term is used in section 162 (m) of the
Code. No grantee may receive both Share Units and  Qualified  Share Units in the
same year.  Performance  targets  applicable to a grant of Qualified Share Units
shall  be  established  by the  Committee.  Such  performance  targets  shall be
objective  and  established  in writing by the  Committee not later than 90 days
after the beginning of the performance  period (but in no event after 25% of the
performance  period has  elapsed)  and while the  outcome as to the  performance
targets is substantially  uncertain.  The performance targets established by the
Committee  shall be based on one or more of the following  specific  performance
goals: quality, customer satisfaction, profitability, return on sales, return on
equity, return on capital,  productivity, net margin as a percentage of revenue,
or debt to  capitalization.  These  goals  may be in lieu of or in  addition  to
vesting requirements that are based on continued employment.

         With certain  exceptions  described below,  Qualified Share Units shall
not  become  vested  unless  and until the  Committee  has  determined  that the
applicable performance target(s) have been attained. To the extent the Committee
exercises  discretion  in making such a  determination,  such  exercise  may not
result in an  increase  in the amount of the  benefit  that would  otherwise  be
provided to the grantee.  Should the grantee's  employment  terminate because of
death or  total  and  permanent  disability  prior  to the end of a  performance
period,  the grantee's  Qualified Share Units shall become vested without regard
to whether the Qualified Share Units would be "performance-based  compensation".
If a grantee's employment terminates because of retirement prior to the end of a
performance period, the grantee's Qualified Share Units shall not vest until the
end of the  performance  period and then only to the extent that  vesting  would
have occurred if the grantee's retirement had occurred immediately after the end
of the performance period.

Modification and Termination of Plan
         The Plan may be terminated at any time or may be modified or amended by
the Board of Directors except that no change shall be made that would disqualify
the Plan from the  exemption  provided by Rule 16b-3 under the  Exchange  Act of
1934  (the   "Exchange   Act")  or  that  would   disqualify   the   options  as
"performance-based compensation" under Section 162(m) of the Code.

Taxes
         The grant of a  non-qualified  Stock  Option will not result in taxable
income to the employee. The employee will realize ordinary income at the time of
exercise in an amount equal to the excess of the fair market value of the shares
acquired  at the time  income  is  realized  over the  exercise  price for those
shares, and generally the Company will be entitled to a corresponding deduction.
The Committee has no present  intention to grant incentive Stock Options and has
not done so for the last ten years. However,  should the Company decide to award
an  Incentive  Stock  Option in the  future,  the tax  consequences  would be as
follows.  An employee who has been  granted an  Incentive  Stock Option will not
realize  taxable  income and the Company  will not be entitled to a deduction at
the time of the grant or  exercise  of such  option.  If the  employee  makes no
disposition of shares acquired  pursuant to an incentive stock option within two
years from the date of grant of such option,  or within one year of the transfer
of the  shares  to such  employee,  any gain or loss  realized  on a  subsequent
disposition of such shares will be treated as a long-term  capital gain or loss.
Under such circumstances,  the Company will not be entitled to any deduction for
Federal income tax purposes.  If the foregoing  holding period  requirements are
not satisfied,  the employee will generally  realize ordinary income at the time
of  disposition  in an amount  equal to the lesser of (i) the excess of the fair
market value of the shares on the date of exercise over the option price or (ii)
the excess of the amount realized upon  disposition of the shares,  if any, over
the option price, and the Company will be entitled to a corresponding deduction.
A grant of Share Units will not result in any taxable income.  However,  vesting
of the Share  Units and receipt of Common  Stock by an  employee  will result in
taxable   compensation   and  generally  the  Company  will  be  entitled  to  a
corresponding  deduction.  Federal  income tax laws are  complex  and subject to
change and interpretation; their applications may vary in individual cases.

Change of Control
         The Committee shall have the right, in its sole discretion,  to include
with  respect to any grant,  provisions  accelerating  any vesting of such grant
upon a Change of  Control  as  defined  under  other  Company  plans  subject to
securities law restrictions. Such acceleration rights may be included as part of
the agreement relating to such grants or may be included at any time thereafter.

Transferability
         Neither  Stock Options nor Share Units are  transferable  other than by
the laws of descent and  distribution or by will. Stock Options may be exercised
during his or her lifetime only by the employee to whom they are granted.

                                                      USE OF PROCEEDS

The Company does not know the number of shares that will ultimately be purchased
from the  Company  under the Plan nor the  prices at which such  shares  will be
sold. The proceeds are intended to be used for general corporate  purposes or to
purchase shares in the open market for participants.

                                               DESCRIPTION OF CAPITAL STOCK

Common Stock
         The record holders of the Common Stock are entitled,  ratably,  to such
dividends  thereon as the  Company's  Board of Directors in its  discretion  may
declare out of funds  available  therefor;  are entitled to receive pro rata all
assets of the Company available for distribution to stockholders in the event of
liquidation  of the Company;  are entitled to one vote for each share held;  and
have no preemptive  rights to purchase or subscribe for any stock of the Company
now or hereafter  authorized or securities  convertible  into Common stock.  The
shares offered hereby,  upon issuance pursuant to the terms of the Plan, will be
fully paid and non-assessable. There is no charter restriction on the repurchase
by the Company of shares of its own stock.

Preferred Stock
         The Company's Restated  Certificate of Incorporation  permits the Board
of Directors of the Company,  without further stockholder approval, to authorize
the issuance of up to 2,000,000 shares of Preferred Stock,  $1.00 par value, and
to fix the various rights,  preferences,  terms and provisions of each series of
Preferred  Stock so issued.  No such Preferred  Stock has been issued other than
Series B ESOP Convertible  Preferred Stock (the "ESOP Stock"),  of which 415,800
Shares  were  issued to the  Northern  Trust  Company  as  Trustee  of the Nalco
Chemical  Company  Employee Stock Ownership Plan (the "ESOP").  These shares are
subject to restrictions on transfer set forth in the Certificate of Designations
relating to the ESOP Stock and a stock purchase transfer agreement dated May 15,
1989. The shares are convertible into the Company's Common Stock in a 20-1 ratio
with the number of votes per share of ESOP  stock  equal to the shares of Common
Stock into which the ESOP Stock can be  converted.  Except  with  respect to the
preferred  share  purchase  rights  described  below,  there  are  presently  no
understandings,  agreements,  negotiations  or  discussions  which will or might
involve the possible issuance of Preferred Stock for any purpose.

Preferred Share Purchase Rights
         On June 20,  1996,  the  Company's  Board of  Directors  adopted  a new
shareholder  rights plan to replace the Company's  existing  shareholder  rights
plan, which expires on August 31, 1996.  Under the new shareholder  rights plan,
each  stockholder of record on September 1, 1996 will receive a distribution  of
one Right (the "New Rights") for each share of the Company's  outstanding Common
Stock. Initially, the New Rights, like the rights issued under the existing plan
(the  "Existing  Rights"),   are  represented  by  the  Company's  common  stock
certificates and are not presently exercisable.  A New Right will be issued with
respect to all shares of newly-issued Common Stock after September 1, 1996.

         The Existing  Rights or, after September 1, 1996, the New Rights become
exercisable only if a person  acquires,  or announces a tender offer which would
result in, beneficial ownership of 15% or more of the Company's Common Stock. If
a person acquires  beneficial  ownership of 15% or more of the Company's  Common
Stock,  all holders of Rights other than the acquiring  person will generally be
entitled  to  purchase  the  Company's  Common  Stock at one-half of its average
market price over a specified period.  The Existing Rights are more particularly
described  in the  Company's  Registration  Statement on Form 8-A filed with the
Commission on August 1, 1986, and Forms 8 and Form 8-K filed with the Commission
on July 6, 1989. The new shareholder rights plan is more particularly  described
in the Company's  Registration Statement on Form 8-A and its Form 8-K filed with
the Commission on June 24, 1996.

                                  INCORPORATION OF DOCUMENTS BY REFERENCE
                                       AND AVAILABLE INFORMATION

         The following documents or portions of documents, previously filed with
the Securities and Exchange  Commission,  (the  "Commission")  are  incorporated
herein by reference:

         (1)     The Company's Quarterly Report on Form 10-Q for the quarter
                 ended March 31, 1996 (file No. 1-4957).

         (2)     The Company's Annual Report on Form 10-K for the year ended 
                 December 31, 1995.

         (3)    Description of Preferred  Share Purchase  Rights included in the
                Registration  Statement  on Form 8-A  filed  August  1, 1986 and
                Forms 8 & 8-K filed July 6, 1989 (File No. 1-4957).

         (4)     Description of Preferred Share Purchase Rights included in the
                 Registration Statement on Forms 8-A and
                 8-K filed June 24, 1996 (File No. 1-4957).

         All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior
to  the  termination  of  the  offering  made  hereby  shall  be  deemed  to  be
incorporated  by  reference  in this  Prospectus  and to be a part  hereof.  Any
statement  contained in a document  incorporated or deemed to be incorporated by
reference  herein will be deemed to be modified or  superseded  for  purposes of
this Prospectus to the extent that a statement  contained herein or in any other
subsequently  filed  document  which  is or is  deemed  to  be  incorporated  by
reference  herein modifies or supersedes any such statement.  Any such statement
so  modified  or  superseded  will  not be  deemed,  except  as so  modified  or
superseded, to constitute a part of this Prospectus.

         The Company will provide  without charge to each person,  including any
beneficial  owner, to whom this Prospectus is delivered,  on the request of such
person,  a copy  of  any  of the  foregoing  documents  incorporated  herein  by
reference  (other than the exhibits to such  documents  unless such exhibits are
specifically  incorporated  by  reference  into such  documents).  Requests  for
reports and for  additional  information  about the Plan and its  administration
should be directed to the Secretary,  Nalco Chemical Company,  One Nalco Center,
Naperville, Illinois 60563-1198 (telephone number (708) 305-1000).

         The  Company  is  subject  to  the  informational  requirements  of the
Securities Exchange Act of 1934, as amended,  and in accordance  therewith files
reports and other  information with the Securities and Exchange  Commission (the
"Commission").  Reports,  proxy  material and other  information  concerning the
Company  can be  inspected  and copied at the offices of the  Commission  at 450
Fifth Street, N.W., Washington,  D.C. 20549 or at its regional offices, 500 West
Madison Street, Chicago,  Illinois 60661 and Seven World Trade Center, New York,
New York  10048.  Copies  of such  material  can be  obtained  from  the  Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington,  D.C.
20549 at prescribed  rates.  Such reports,  proxy material and other information
concerning  the Company also may be inspected at the offices of the New York and
the Chicago Stock Exchanges on which the Common Stock of the Company is listed.

shared\sec\escp.doc

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1 Incorporated herein by reference from the Registrant's Form 10-K for the year
  ended 1987.
2 Incorporated herein by reference from the Registrant's Form 10-K for the year
  ended 1991.
3 Incorporated herein by reference from the Registrant's Form 8-K dated May 15,
  1989.
4 Incorporated herein by reference from the Registrant's Form 8-K dated June 24,
  1996.