UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
   Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934

                        Date of Report: December 20, 2004

                             NALCO HOLDING COMPANY

       Delaware                    1-32342                  16-1701300
------------------------   -----------------------    ----------------------
(State of Incorporation)   (Commission File Number)       (IRS Employer 
                                                      Identification Number)

                    1601 W. Diehl Rd., Naperville, IL 60563

                                  630-305-1000

Check the appropriate box below if the Form 8-K is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:

|_|  Written communications pursuant to Rule 425 under the Securities Act (17
     CFR 230.425)

|_|  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240 240.14a-12)

|_|  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

|_|  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.13e-4(c))


Item 8.01         Other Events

On December 20, 2004, Nalco Finance Holdings LLC and Nalco Finance Holdings Inc.
completed their anticipated $176.9 million redemption of a portion of their 9.0
percent senior discount notes due 2014. This amount included payment of the
applicable redemption premium and (in accordance with the previously announced
intention) was made from proceeds raised by parent company Nalco Holding Company
as part of its November 11, 2004 initial public offering.

Item 9.01(c)      Financial Statements, Pro Forma Financial Information 
                  and Exhibits

Exhibits
--------
99.1     Press release dated December 20, 2004, announcing the early 
         redemption of a portion of the Company's 9.0 percent senior
         discount notes due in 2014.


                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned.



                                            NALCO HOLDING COMPANY

                                            /s/ Stephen N. Landsman
                                           ------------------------
                                                Stephen N. Landsman
                                                Secretary

Date: December 20, 2004