8-K

                                     


Item 5 - Other Events

     On February 3, 1994, the Registrant announced the signing of
a memorandum of understanding to form a worldwide energy
chemicals joint venture with Exxon Chemical Company.  The joint
venture will include the Registrant's U.S. Petroleum Chemicals
Division business units and certain petroleum chemical product
lines of its international operations.  Start up of the new
company (Nalco/Exxon Energy Chemicals) is expected to take place
in mid-1994 pending government and regulatory approvals and
definitive agreements between the Registrant & Exxon Chemical
Company.

     At the same time, the Registrant entered into a letter of
intent to sell its Freeport, Texas plant and worldwide automotive
paint spray booth business to PPG Industries, Inc.("PPG").  The
Registrant's paint spray booth business is estimated to have
annual sales of approximately $10 million.  The Nalco/Exxon joint
venture will purchase some of its requirements for chemicals for
the oil production and refinery market from PPG.




Item 7 - Exhibits

     Exhibit 1.  Nalco Chemical Company Press Release dated
February 3, 1994 on the Nalco and Exxon planned joint venture.


     Exhibit 2.  Nalco Chemical Company Press Release dated
February 3, 1994, on the sale of its Freeport, Texas plant and
automotive paint spray business.



                                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 hereunto duly authorized.



                              NALCO CHEMCIAL COMPANY
                               



Date: 2/3/94                  By                                 
                                W. H. Clark

EX-20

                                 EXHIBIT 1


NALCO AND EXXON CHEMICAL PLAN ENERGY CHEMICALS JOINT VENTURE

Naperville, Ill., February 3, 1994...Nalco Chemical Company and
Exxon Chemical Company, a division of Exxon Corporation,
announced today that they have signed a memorandum of
understanding to form a worldwide energy chemicals joint venture. 
The joint venture will include Nalco's U.S. Petroleum Chemicals
Division business units, certain petroleum chemicals segments of
its international operations, and Exxon Chemical Company's Energy
Chemicals worldwide business.

The new company, to be named Nalco/Exxon Energy Chemicals, is
targeted to start up by mid-1994, pending government and
regulatory approvals and definitive agreements between the two
companies.  Energy chemicals are used in oil exploration,
production, distribution and refining; gas exploration,
production and transmission; and petrochemical process industry
applications.

Commenting on the move, W. H. Clark, Nalco Chairman and Chief
Executive Officer, stated, "The formation of this joint venture
greatly strengthens our capability to address the needs of
petroleum industry customers worldwide through an expanded
network of experienced people, state-of-the-art technology and
consultative services.  We're both confident and enthusiastic
about the future of the joint venture."

Ray B. Nesbitt, Exxon Chemical Company President, said, "The
joint venture will be able to take advantage of synergies in
business management, technology, product offerings and
manufacturing operations.  It will be particularly well-
positioned as an international competitor with the ability to
mobilize resources anywhere in the world to best serve
customers."

Nalco Chemical company is a worldwide producer of specialty
water, waste and process treatment chemicals with 1993 sales of
$1.4 billion.

Exxon Chemical had sales of about $10 billion in 1993 from
petrochemical manufacturing and marketing operations around the
world.

EX-20

                                 EXHIBIT 2



Naperville, Ill., February 3, 1994...Nalco Chemical Company
announced today that it has entered into a letter of intent to
sell its Freeport, Texas plant and its automotive paint spray
booth business to PPG Industries, Inc.

The Freeport plant, which has 27 Nalco employees, produces
chemical products for the oil production and refining market.  It
is expected that the Nalco/Exxon joint venture, announced
previously today, will purchase certain of its requirements for
these products from PPG.

Nalco's worldwide automotive paint spray booth business,
approximately $10 million in size, would be included in the sale
to PPG.  Nalco has agreed to sell and service the water treatment
related applications for PPG is the automotive facilities
associated with the business sold.

Nalco Chemical Company is a worldwide producer of specialty
water, waste and process treatment chemicals with 1993 sales of
$1.4 billion.