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

                                 NON-EMPLOYEE DIRECTORS 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)



<PAGE>



                         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       50,000
Purchase Rights)      Shares         $31.3125         $1,565,625   $539.87



(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.




<PAGE>




                             NALCO CHEMICAL COMPANY
                                  50,000 Shares
                                  Common Stock
                           par value $0.1875 per share
                                                ---------------------------

Up to 50,000  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 participants of the Company's Non-Employee Directors
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 Capital4
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.



<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

         Not Applicable.



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 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, Chief Executive Officer, President,
- ----------------                                         
E. J. Mooney      .........      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 Right 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

(23.2)            .........Consent of Price Waterhouse LLP                          12

(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

                 NON-EMPLOYEE DIRECTORS STOCK COMPENSATION PLAN


               DESCRIPTION OF NON-EMPLOYEE DIRECTORS STOCK COMPENSATION PLAN

         On December 21, 1995, the Board of Directors  approved the Non-employee
Directors Stock  Compensation  Plan (the "Plan") effective as of January 1, 1996
subject to approval of the stockholders,  which was obtained. The Plan shall end
on 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  increase  the stock  ownership  of the
directors  in the Company as an incentive  to superior  performance  and to more
closely align their  interests with those of the Company's  other  shareholders.
Each year it is in effect each  director who is a  non-employee  director of the
Company  after the Annual  Meeting of  Shareholders  will  receive 200 shares of
Common Stock.  Common Stock shall be Treasury shares. No right under the Plan is
transferable except by will or the laws of descent and distribution.

Deferral

         A director  may elect by notice to the Company to defer  receipt of the
shares of stock until leaving the Company's  Board.  Upon election to defer,  an
account is set up on the Company's books in the director's name. This account is
credited with one Share Unit for each share of Common Stock  deferred.  Whenever
the Company declares a dividend on its Common Stock, the Company will credit the
directors  account  with a number of Share Units equal in value to the amount of
the dividend that he or she would have received had each Share Unit been a share
of Common  Stock.  If dividends  are paid in cash they shall be  converted  into
Share Units based on the closing price on the New York Stock Exchange  Composite
Price  Transactions  for the date approved by the Board for payment of dividends
on the Company's Common Stock. Stock dividends shall be credited on the basis of
one share of Common  Stock for each Share Unit.  Upon a  director's  leaving the
Board,  the Company shall within a reasonable  time period issue to the director
shares of Common Stock equal to the number of Share Units in his or her account.
The value of any fractional shares shall be paid in cash.

Shares Subject to Plan and Adjustments

         The  aggregate  number of shares of Common  Stock  that can be  granted
under the Plan is 50,000  shares.  In the event of any  recapitalization,  stock
split, stock dividend,  merger, the number of shares subject to the Plan and the
number and kind of shares of Common Stock to be awarded thereunder and any Share
Units in  accounts  of  directors  shall be  equitably  adjusted  to reflect the
occurrence of such event and preserve the value of future awards.

Tax Effects

         A director will  recognize  taxable income at the time shares of Common
Stock are  transferred  to the  director  in an amount  equal to the fair market
value of such shares on the date of  transfer,  and the Company will be entitled
to a corresponding tax deduction.

Amendments and Termination

         The Board of Directors may terminate,  modify or amend the Plan, except
where such modifications or amendments would affect the status of the Plan or of
the directors under the Securities and Exchange Act. However,  this Plan may not
be amended more often than once every six months,  other than in compliance with
the rules or regulations issued thereunder.

                                 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.

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,  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:

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

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

         (c)    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).

         (d)    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\nedsc.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": 40562}]
{"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": "333-06955", "film-number": "96586880"}, "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"}}
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
                                       ------------------------------------

                                 NON-EMPLOYEE DIRECTORS 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       50,000
Purchase Rights)      Shares         $31.3125         $1,565,625   $539.87

(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
                                  50,000 Shares
                                  Common Stock
                           par value $0.1875 per share
                                                ---------------------------

Up to 50,000  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 participants of the Company's Non-Employee Directors
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 Capital4
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.
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

         Not Applicable.

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 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, Chief Executive Officer, President,
- ----------------                                         
E. J. Mooney      .........      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 Right 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

(23.2)            .........Consent of Price Waterhouse LLP                          12

(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

                 NON-EMPLOYEE DIRECTORS STOCK COMPENSATION PLAN

               DESCRIPTION OF NON-EMPLOYEE DIRECTORS STOCK COMPENSATION PLAN

         On December 21, 1995, the Board of Directors  approved the Non-employee
Directors Stock  Compensation  Plan (the "Plan") effective as of January 1, 1996
subject to approval of the stockholders,  which was obtained. The Plan shall end
on 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  increase  the stock  ownership  of the
directors  in the Company as an incentive  to superior  performance  and to more
closely align their  interests with those of the Company's  other  shareholders.
Each year it is in effect each  director who is a  non-employee  director of the
Company  after the Annual  Meeting of  Shareholders  will  receive 200 shares of
Common Stock.  Common Stock shall be Treasury shares. No right under the Plan is
transferable except by will or the laws of descent and distribution.

Deferral

         A director  may elect by notice to the Company to defer  receipt of the
shares of stock until leaving the Company's  Board.  Upon election to defer,  an
account is set up on the Company's books in the director's name. This account is
credited with one Share Unit for each share of Common Stock  deferred.  Whenever
the Company declares a dividend on its Common Stock, the Company will credit the
directors  account  with a number of Share Units equal in value to the amount of
the dividend that he or she would have received had each Share Unit been a share
of Common  Stock.  If dividends  are paid in cash they shall be  converted  into
Share Units based on the closing price on the New York Stock Exchange  Composite
Price  Transactions  for the date approved by the Board for payment of dividends
on the Company's Common Stock. Stock dividends shall be credited on the basis of
one share of Common  Stock for each Share Unit.  Upon a  director's  leaving the
Board,  the Company shall within a reasonable  time period issue to the director
shares of Common Stock equal to the number of Share Units in his or her account.
The value of any fractional shares shall be paid in cash.

Shares Subject to Plan and Adjustments

         The  aggregate  number of shares of Common  Stock  that can be  granted
under the Plan is 50,000  shares.  In the event of any  recapitalization,  stock
split, stock dividend,  merger, the number of shares subject to the Plan and the
number and kind of shares of Common Stock to be awarded thereunder and any Share
Units in  accounts  of  directors  shall be  equitably  adjusted  to reflect the
occurrence of such event and preserve the value of future awards.

Tax Effects

         A director will  recognize  taxable income at the time shares of Common
Stock are  transferred  to the  director  in an amount  equal to the fair market
value of such shares on the date of  transfer,  and the Company will be entitled
to a corresponding tax deduction.

Amendments and Termination

         The Board of Directors may terminate,  modify or amend the Plan, except
where such modifications or amendments would affect the status of the Plan or of
the directors under the Securities and Exchange Act. However,  this Plan may not
be amended more often than once every six months,  other than in compliance with
the rules or regulations issued thereunder.

                                 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.

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,  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:

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

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

         (c)    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).

         (d)    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\nedsc.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.