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

PERFORMANCE SHARE PLAN
(Full Title of the plan)

S. J. Giomo, 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
						                                            Maximum
                                                  Offering Price
Title of Securities to be       Amount to be      Per Share (1)

Common stock par value
$0.1875-per share
(including Preferred Stock
Purchase Rights)                $1,000,000        $32.5625


Proposed Maximum
Aggregate Offering              Amount of
Price (1)                       Registration Fee

$32,562,500                     $11,228.45



                                     
                             1,000,000 Shares

                          NALCO CHEMICAL COMPANY

                               Common Stock
                        par value $0.1875 per share

                                                            


     1,000,000 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 Stock
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 Performance Share Plan ("PSP").  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 negotiated
transactions or otherwise.  If the Shares are sold through brokers,
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 27, 1994, the last reported sale price of the Common Stock on the
New York Stock Exchange was $32.5625 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 30, 1994





     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     Use of Proceeds. . . . .4
Incorporation by Reference . . . .3     Plan of Distribution . .4
The Company. . . . . . . . . . . .3     Description of Capital Stock 4
                                        Validity of Shares. . .5
                                                                  

                           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, Citicorp Center, 500 West Madison Street, Chicago, Illinois
60661 and Seven World Trade Center, New York, New York Copies of such
material can be obtained from the Public Reference Section of Fifth Street,
N.W., Washington, D.C. 20549 at prescribed rates.  Such information
concerning the Company also may be inspected at the offices of the New York 
Stock Exchange, Inc. and the Chicago Stock Exchange Incorporated.

          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 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 orincorporated 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, 1994 (File No. 1-4957)
          
          (2)  The Company's Annual Report on Form 10-K for the fiscal year
               ended December 31, 1993 (File No. 1-4957).

          (3)  The Company's current Report on Form 8-K dated February 3, 1994.

          (4)   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).

          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 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 written or
oral request of such person, a copy of anyof 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), the Company's most recent Annual Report to Shareholders and all
current documents containing Plan information required under applicable rules. 
Requests should be directed to the Secretary, Nalco Company, One Nalco Center,
Naperville, Illinois 60563-1198 (telephone number (708) 305-1000.


                                THE COMPANY

          The Company is engaged primarily in the manufacture and sale of highly
specialized service chemicals.  The Company's business includes the production
and sale of chemicals, technology, services and systems (monitoring and
surveillance) used in water treatment, pollution control, energy 
conservation, oil production and refining, steelmaking, papermaking, mining
and mineral processing, electricity generation, other industrial processes,
and commercial building utility systems.  Service chemicals are developed and 
formulated to meet specific customer needs.  In general service chemicals
are part of value added/return on investment programs designed to help
customers maintaining a high level of operating performance and efficiency in
their facilities or to improve the quality of customer's end products. 
The Company's products are used for purposes such as:  control and fouling in
cooling systems, boilers, and other equipment; clarification of water; improved
combustion; separation of liquids and solids; control of dust; improvement of 
crude oil production through emulsion breaking and the secondary and tertiary 
recovery of oil; lubrication and corrosion protection in rolling, drawing and
forming of metals; improved production of pulp and qualities of
paper; recovery of minerals; superabsorbent polymers for disposable diapers;
and specialized process applications in a variety of industries.  The Company 
also provides quality, on-site technical personnelto provide problem solving,
monitoring and technical assistance in the use of the Company's products.

          The principal executive officers of the Company are located at One
Nalco Center, Naperville, Illinois 60563-1198, and the Company's telephone
number is (708) 305-1000.


                              USE OF PROCEEDS

          The Company will not receive any of the proceeds of the sale of the 
Shares offered hereby.


                           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 Common Stock are entitled, ratably, to such
dividends thereon as the Company's Board of Directors in its discretion may
declare out of funds legally 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 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, and 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 July 24, 1986, the Company's Board of Directors declared a dividend
of certain preferred share purchase rights on each outstanding share of
Common Stock.  The Company will issue similar rights with respect to newly-
issued shares of Common Stock as long as the rights are attached to 
Common Stock.  The rights, which are not exercisable until certain events 
involving a potential takeover occur, 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 8-K, filed with the
Commission on July 6, 1989, which are incorporated herein by reference.


                          VALIDITY OF THE SHARES

          The validity of the shares offered hereby will be passed upon for the
Company by C. L. Campbell, General Counsel of the Company.  Mr. Campbell is the
beneficial owner of 500 shares of Common Stock.  He also has options to acquire
19,800 shares of Common Stock under the Company's 1990 Stock Option Plan.
<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:

          (a)  The Company's Quarterly Report on Form 10-Q for the quarter 
               ended March 31, 1994 (File No. 1-4957)

          (b)  The Company's Annual Report on Form 10-K for the year ended 
               December 31, 1993.
          
          (c)  The Company's current report on Form 8-K dated February 3, 1994.

          (d)  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)

          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 by reference
herein modifies or supersedes any such statement.  Any such 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

          C. L. Campbell, General Counsel of the Company, is the beneficial
owner of 500 shares of Company Common Stock.  He also has options under the
Company's 1990 Stock Option Plan to acquire 19,800 shares of common Stock.



Item 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
described in Item 15 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 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 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 30th day of June, 1994.


                                   NALCO CHEMICAL COMPANY


                              By        /s/ W. H. Clark               
                                                       
                                                      W. H. Clark
                                                        Chairman of the Board 


                             POWER OF ATTORNEY

          Each person whose signature appears below hereby constitutes and 
appoints E. J. Mooney and C. L. Campell 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 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 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 30th day of June , 1994.

           Signature                    Title
 

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

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

    /s/ W. H. Clark                Director, Chairman of the Board 
   W. H. Clark


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

  /s/ H. Corless                   Director
   H. Corless

  /s/ H. M. Dean                   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/ E. J. Mooney             Director, Chief Executive Officer and President
   E. J. Mooney

 /s/ C. W. Parry                   Director
   C. W. Parry

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

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



<PAGE>
                               INDEX TO EXHIBITS


                                                            Sequentially
Exhibit                                                     Numbered
Number    Exhibit                                           Page            


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

(23.1)         Consent of C. L. Campbell is contained in the opinion filed
                           as Exhibit 5 to this Registration statement.

(23.2)         Consent of Price Waterhouse

(23.3)         Consent of Ernst & Young

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






sec391/psp.s8
[{"type": "S-8", "sequence": "1", "description": "DOCUMENT", "secsgml_size_bytes": 24721}]
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

PERFORMANCE SHARE PLAN
(Full Title of the plan)

S. J. Giomo, 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
						                                            Maximum
                                                  Offering Price
Title of Securities to be       Amount to be      Per Share (1)

Common stock par value
$0.1875-per share
(including Preferred Stock
Purchase Rights)                $1,000,000        $32.5625

Proposed Maximum
Aggregate Offering              Amount of
Price (1)                       Registration Fee

$32,562,500                     $11,228.45

                                     
                             1,000,000 Shares

                          NALCO CHEMICAL COMPANY

                               Common Stock
                        par value $0.1875 per share

                                                            

     1,000,000 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 Stock
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 Performance Share Plan ("PSP").  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 negotiated
transactions or otherwise.  If the Shares are sold through brokers,
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 27, 1994, the last reported sale price of the Common Stock on the
New York Stock Exchange was $32.5625 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 30, 1994

     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     Use of Proceeds. . . . .4
Incorporation by Reference . . . .3     Plan of Distribution . .4
The Company. . . . . . . . . . . .3     Description of Capital Stock 4
                                        Validity of Shares. . .5
                                                                  

                           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, Citicorp Center, 500 West Madison Street, Chicago, Illinois
60661 and Seven World Trade Center, New York, New York Copies of such
material can be obtained from the Public Reference Section of Fifth Street,
N.W., Washington, D.C. 20549 at prescribed rates.  Such information
concerning the Company also may be inspected at the offices of the New York 
Stock Exchange, Inc. and the Chicago Stock Exchange Incorporated.

          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 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 orincorporated 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, 1994 (File No. 1-4957)
          
          (2)  The Company's Annual Report on Form 10-K for the fiscal year
               ended December 31, 1993 (File No. 1-4957).

          (3)  The Company's current Report on Form 8-K dated February 3, 1994.

          (4)   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).

          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 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 written or
oral request of such person, a copy of anyof 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), the Company's most recent Annual Report to Shareholders and all
current documents containing Plan information required under applicable rules. 
Requests should be directed to the Secretary, Nalco Company, One Nalco Center,
Naperville, Illinois 60563-1198 (telephone number (708) 305-1000.

                                THE COMPANY

          The Company is engaged primarily in the manufacture and sale of highly
specialized service chemicals.  The Company's business includes the production
and sale of chemicals, technology, services and systems (monitoring and
surveillance) used in water treatment, pollution control, energy 
conservation, oil production and refining, steelmaking, papermaking, mining
and mineral processing, electricity generation, other industrial processes,
and commercial building utility systems.  Service chemicals are developed and 
formulated to meet specific customer needs.  In general service chemicals
are part of value added/return on investment programs designed to help
customers maintaining a high level of operating performance and efficiency in
their facilities or to improve the quality of customer's end products. 
The Company's products are used for purposes such as:  control and fouling in
cooling systems, boilers, and other equipment; clarification of water; improved
combustion; separation of liquids and solids; control of dust; improvement of 
crude oil production through emulsion breaking and the secondary and tertiary 
recovery of oil; lubrication and corrosion protection in rolling, drawing and
forming of metals; improved production of pulp and qualities of
paper; recovery of minerals; superabsorbent polymers for disposable diapers;
and specialized process applications in a variety of industries.  The Company 
also provides quality, on-site technical personnelto provide problem solving,
monitoring and technical assistance in the use of the Company's products.

          The principal executive officers of the Company are located at One
Nalco Center, Naperville, Illinois 60563-1198, and the Company's telephone
number is (708) 305-1000.

                              USE OF PROCEEDS

          The Company will not receive any of the proceeds of the sale of the 
Shares offered hereby.

                           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 Common Stock are entitled, ratably, to such
dividends thereon as the Company's Board of Directors in its discretion may
declare out of funds legally 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 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, and 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 July 24, 1986, the Company's Board of Directors declared a dividend
of certain preferred share purchase rights on each outstanding share of
Common Stock.  The Company will issue similar rights with respect to newly-
issued shares of Common Stock as long as the rights are attached to 
Common Stock.  The rights, which are not exercisable until certain events 
involving a potential takeover occur, 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 8-K, filed with the
Commission on July 6, 1989, which are incorporated herein by reference.

                          VALIDITY OF THE SHARES

          The validity of the shares offered hereby will be passed upon for the
Company by C. L. Campbell, General Counsel of the Company.  Mr. Campbell is the
beneficial owner of 500 shares of Common Stock.  He also has options to acquire
19,800 shares of Common Stock under the Company's 1990 Stock Option Plan.
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:

          (a)  The Company's Quarterly Report on Form 10-Q for the quarter 
               ended March 31, 1994 (File No. 1-4957)

          (b)  The Company's Annual Report on Form 10-K for the year ended 
               December 31, 1993.
          
          (c)  The Company's current report on Form 8-K dated February 3, 1994.

          (d)  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)

          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 by reference
herein modifies or supersedes any such statement.  Any such 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

          C. L. Campbell, General Counsel of the Company, is the beneficial
owner of 500 shares of Company Common Stock.  He also has options under the
Company's 1990 Stock Option Plan to acquire 19,800 shares of common Stock.

Item 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
described in Item 15 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 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 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 30th day of June, 1994.

                                   NALCO CHEMICAL COMPANY

                              By        /s/ W. H. Clark               
                                                       
                                                      W. H. Clark
                                                        Chairman of the Board 

                             POWER OF ATTORNEY

          Each person whose signature appears below hereby constitutes and 
appoints E. J. Mooney and C. L. Campell 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 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 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 30th day of June , 1994.

           Signature                    Title
 

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

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

    /s/ W. H. Clark                Director, Chairman of the Board 
   W. H. Clark

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

  /s/ H. Corless                   Director
   H. Corless

  /s/ H. M. Dean                   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/ E. J. Mooney             Director, Chief Executive Officer and President
   E. J. Mooney

 /s/ C. W. Parry                   Director
   C. W. Parry

 /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            

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

(23.1)         Consent of C. L. Campbell is contained in the opinion filed
                           as Exhibit 5 to this Registration statement.

(23.2)         Consent of Price Waterhouse

(23.3)         Consent of Ernst & Young

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

sec391/psp.s8