8-K

             SECURITIES AND EXCHANGE COMMISSION
                  Washington, D.C.   20549
                              
                              
                              
                          FORM 8-K
                              
                       CURRENT REPORT
             Pursuant to Section 13 or 15(d) of
             The Securities Exchange Act of 1934
                              
                              
                              
      Date of report (date of earliest event reported)
                      September 1, 1994
                              
                              
                              
                   NALCO CHEMICAL COMPANY
   (Exact Name of Registrant as Specified in its Charter)
                              
                              
                              
                          DELAWARE
       (State or other Jurisdiction of Incorporation)
                              
                              


        1-4957                        36-1520480
(Commission File Number)   (IRS Employer Identification No.)



     One Nalco Center, Naperville, Illinois   60563-1198
    (Address of Principal Executive Offices)  (Zip Code)
                              
                              
                       (708) 305-1000
               (Registrant's Telephone Number)
 Item 5 - Other Events

     On September 1, 1994, the Registrant announced the
completion of its agreement with Exxon Chemical Company to
form a worldwide energy chemicals joint venture company to
be known as Nalco/Exxon Energy Chemicals L.P.  The intent to
form this joint venture was previously announced on February
3, 1994 and a Form 8-K was filed by the Registrant on that
date.  The new company includes the Registrant's Petroleum
Chemicals Division business units, certain segments of its
international operations and Exxon Chemical Company's Energy
Chemicals business.

     At the same time, the Registrant announced a worldwide
restructuring and consolidation of manufacturing and support
operations aimed at achieving greater efficiencies and
enhanced customer satisfaction.  The Registrant will take an
after-tax charge of approximately $54 million, or 70 cents
per share, against 1994 earnings, for expenses related to
the formation of the joint venture company and the
Registrant's restructuring and consolidation efforts.  In
addition, the total number of the Registrant's employees
will be reduced by about 1300, about 20 percent of its total
workforce.  Approximately 900 of these employees will be
employed by the joint venture and about 400 will be provided
with severance packages.


Item 7 - Exhibits
     Exhibit 1.  Nalco Chemical Company and Exxon Chemical
Company Joint Press Release dated September 1, 1994 on the
launch of the new joint venture.

     Exhibit 2.  Nalco  Chemical Company Press Release dated
September 1, 1994 on the charge for the joint venture and
restructuring.




                         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 CHEMICAL COMPANY


Date:_September 9, 1994       By:_/s/C. L. Campbell____
                                   C. L. CAMPBELL

EX-20

                                                   Exhibit 2


NALCO TAKES CHARGE FOR JOINT VENTURE AND RESTRUCTURING


Naperville, Ill., September 1, 1994...Nalco Chemical Company
announced today the completion of its agreement with Exxon
Chemical Company to form a worldwide energy chemicals joint
venture company, to be known as Nalco/Exxon Energy
Chemicals, L.P.  The two companies previously announced
their intent to form this joint venture on February 3, 1994,
with the goal of providing specialty chemical products and
services to the petroleum industry worldwide.

The Company also announced a worldwide restructuring and
consolidation of manufacturing and support operations aimed
at achieving greater efficiencies and enhanced customer
satisfaction.

Nalco will take an after-tax charge of approximately $54
million, or 70 cents per share, against 1994 earnings, for
expenses related to the formation of the joint venture
company and Nalco's restructuring and consolidation efforts.

The formation of Nalco/Exxon Energy Chemicals, L.P.,
combines the strengths of both parent corporations in a
worldwide company serving the oil industry, according to E.
J. Mooney, Nalco Chief Executive Officer.  Nalco and Exxon
Chemical will each commit resources of facilities and people
to the joint venture, which was formed in response to
changes in the worldwide petroleum industry, he added.

Nalco expects to reduce its total number of employees by
approximately 1300, about 20 percent of its overall
workforce.  About 900 of these employees will be employed by
the joint venture, and about 400 will be provided with
severance packages as a result of consolidating Nalco's
operations around the world.

In the United States, Nalco will transfer production from a
plant on the south side of Chicago to a nearby plant in the
clearing industrial district.  Several international
manufacturing and support operations will also be affected
by the consolidation effort.

Additionally, Nalco will regionalize on a pan-European basis
certain support functions in order to more efficiently serve
its customers with a strong local presence in all countries
in which it does business.

Nalco is the world's largest specialty chemical company for
industrial water, process and wastewater treatment.






charge.rel

EX-20

                                                   Exhibit 1
                                                            

NALCO AND EXXON CHEMICAL LAUNCH ENERGY CHEMICALS JOINT
VENTURE


Naperville, Ill., September 1, 1994...Nalco Chemical Company
and Exxon Chemical Company, a division of Exxon Corporation,
announced today that they have formed a joint venture to
provide specialty chemical products and services to the
petroleum and chemical industries.  The new company, named
Nalco/Exxon Energy Chemicals, L.P., is headquartered in
Sugar Land, Texas and will operate on a worldwide basis once
the remaining governmental and regulatory approvals have
been obtained in a few countries.  John R. Sutley, former
Nalco Group Vice President and President of Nalco Europe,
has been named President and CEO of the new company.

The joint venture includes Nalco's U.S. Petroleum Chemicals
Division business units, certain petroleum chemicals
segments of Nalco's international operations and Exxon
Chemical Company's Energy Chemicals business.  The joint
venture provides products and services used in oil
exploration, production, distribution and refining; gas
exploration, production and transmission; and chemical
process industry applications.  Projected annual revenues
exceed $400 million.

Commenting on the move, E. J. Mooney, Nalco President, CEO
and Chairman of the Board, stated, "Because the joint
venture will be able to focus exclusively on opportunities
in the petroleum market around the world, it helps us better
meet the needs of our customers.  The joint venture greatly
strengthens our capability to address these needs 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."

"The formation of this joint venture is a logical evolution
in our energy chemicals business to provide total service to
customers anywhere in the world," says Ray B. Nesbitt,
President, Exxon Chemical Company.  "Based on the past seven
months of work to form this joint venture, we are confident
of the Nalco and Exxon Chemical synergies in technology,
product offerings and manufacturing operations which serve
as its foundation for growth," he added.

Nalco Chemical Company is a worldwide producer of specialty
chemicals and services for industrial water, process and
wastewater treatment 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.




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