S-3/A

As filed with the Securities and Exchange Commission on March 13, 1995.
Registration No. 33-57363
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
_______________________
Pre-Effective Amendment No. 1
To
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
_________________________
NALCO CHEMICAL COMPANY
(Exact name of registrant as specified in its charter)

		Delaware						36-1520480
      	 (State of Incorporation)				(I.R.S. Employer Identification Number)

One Nalco Center
Naperville, Illinois  60563-1198
(708) 305-1000
(Address, including zip code, and telephone number,
including area code, of principal executive offices)

S. J. Gioimo
Corporate Secretary
One Nalco Center
Naperville, Illinois  60563-1198
(708) 305-1000
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
_____________________

	Approximate date of commencement of proposed sale to the public:  From time to
 time after the registration statement becomes effective.
	If the only securities being registered on this Form are being offered 
 pursuant to dividend or interest reinvestment plans, please check the following
 box:  
	If any of the securities being registered on this Form are to be offered on
 a delayed or continuous bases pursuant to rule 415 under the Securities Act 
 of 1933, check the following box:  

	Pursuant to Rule 429 of the General Rules and Regulations under the Securities
 Act of 1933, the Prospectus contained in this Registration Statement will be
 used also in connection with the offering of securities of the Registrant 
 registered under Registration Statement on Form S-3, File No. 33-53111.


SUBJECT TO COMPLETION, DATED MARCH 13, 1995 237,722 Shares

NALCO CHEMICAL COMPANY

Common Stock
par value $0.1875 per share

			The 237,722 shares (the "Shares") of common stock, par value $0.1875 (the 
"Common Stock"),	of Nalco Chemical Company (the "Company") offered hereby 
were transferred by the Company	in 1994.  See "Selling Stockholders."  The 
Shares are being sold for the account of the Selling	Stockholders, and 
the Company will not receive any proceeds from the sale of the Shares.

			The Selling Stockholders have advised the Company that they 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 transaction, in privately negotiated 
transactions or otherwise.  If the	Shares are sold through brokers, the 
Selling Stockholders expect to pay customary brokerage commissions
and charges. The Company will bear the costs of the offering, except that
the Selling Stockholders will
pay all brokerage commissions and charges as well as fees and expenses of 
any counsel retained by them.  

	On March 9, 1995, the last reported sale price of the Common Stock on the
 New York Stock	Exchange was $34 5/8 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         , 1995

Information contained herein is subject to completion or amendment. A 
registration statement relating to these securities has been file with the
Securities and Exchange Commission.  These securities may not be sold nor 
may offers to buy be accepted prior to the time the registration statement
becomes effective.  This prospectus shall not constitute an offer to sell or
the soliciation of an offer to buy nor shall there by any sale of these
securities in any State in which such offer, soliciation or sale would be
unlawful prior to registration or qualification under the securities laws
of any such State.

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 securites 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 this Prospectus nor any sale made hereunder shall under any 
circumstance create any implication that the information contained herein is 
correct as of any date subsequent to the date hereof.
TABLE OF CONTENTS
	                         	Page		    
	Available Information  	    2	      
	Incorporation by Reference 	3	      
	The Company 	               4       
	Use of Proceeds	            4	      
	Plan of Distribution		      4
 Selling of Stockholders     5
 Description of Capital
  Stock                      6
 Experts                     6
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities 
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance 
therewith files reports and other information with the Securities and Exchange 
Commission (the "Commission"). Reports, proxy material and other information 
concerning the Company can be inspected and copied at the offices of the 
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 or at its 
regional offices, Citicorp Center, 500 West Madison Street, Chicago, Illinois
60661 and Seven World Trade Center, New York, New York 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 Stock Exchange, Inc. and the Chicago Stock 
Exchange Incorporated.
The Company has filed with the Commission a registration statement on Form S-3 
(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, although any material terms of these documents
 are discussed in this Prospectus or the reports incorporated herein.  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:

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

The Company's Report on Form 10-Q dated March 31, 1994 (File No. 1-4957); and

The Company's  Report on Form 10-Q dated June 30, 1994 (file No. 1-4957); and

The Company's Report on Form 10-Q dated September 30, 1994 (file No. 1-4957);
and

The Company's current report on Form 8-K dated February 3, 1994 
(file No. 1-4957); and

The Company's current report on Form 8-K dated September 1, 1994 
(file No. 1-4957).

Description of Preferred Share Purchase Rights included in the Registration 
Statement on Form 8-A filed August 1, 1986 and Forms 8 and 8-K filed July 6,
1989 (File No. 1-4957)

	All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior
to the termination of the offering made hereby shall be deemed to be 
incorporated by reference in this Prospectus and to be a part hereof.  Any 
statement contained in a document incorporated or deemed to be incorporated 
by reference herein will be deemed to be modified or superseded for purposes
of this Prospectus to the extent that a statement contained herein 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 should
be directed to the Secretary, Nalco Chemical Company, One Nalco Center, 
Naperville, Illinois 60563-1198 (telephone number (708) 305-1000).



THE COMPANY

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

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

USE OF PROCEEDS
The Company will not receive any of the proceeds of the sale of the Shares 
offered hereby.
PLAN OF DISTRIBUTION
The Selling Stockholders have advised the Company that they 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 
expect to pay customary brokerage commissions and charges. The Company will 
bear the costs of the offering, except that the Selling Stockholders will pay
all brokerage
commissions and charges as well as fees and expenses of any counsel retained
 by them.







SELLING STOCKHOLDERS
The table below sets forth the name of each Selling Stockholder, the number 
of shares of Common Stock beneficially owned by each Selling Stockholder 
prior to the Offering, the maximum number of shares of Common Stock offered 
hereby by each Selling Stockholder and the number of shares of Common Stock 
to be held by each Selling Stockholder after the Offering. In each case, the 
shares of Common Stock to be held by each Selling Stockholder prior to and 
after the Offering represents less than one percent of the outstanding
shares of Common Stock.


		                  Number of Shares	   Maximum Number	       Number of Shares to
		                  Owned Prior to the  of Shares to be Sold 	be Owned After the
	Name                 Offering           in the Offering		    Offering_________
                                                    
  
The Nalco
 Foundation(1)       	221,397              	221,397	             -0-
  
North Carolina State
  University 
 Endowment Fund       	16,325	               16,325	             -0-
__
(1)  The Nalco Foundation, established by the Company in 1953, is a not-for-
profit corporation funded only by the Company.  The Nalco Foundation makes 
grants in communities where the Company has large concentrations of employees
and facilities.  All operating expenses and personnel salaries of The Nalco 
Foundation are paid by the Company.


DESCRIPTION OF CAPITAL STOCK

	Common Stock
	
	The record holders of Common Stock are entitled, ratably, to such dividends 
thereon as the Company's Board of Directors in its discretion may declare out 
of funds legally available therefore; 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.
Except with respect to the preferred share purchase rights described below, 
there are presently no understandings, agreements, negotiations or discussions
which will or might involve the possible issuance of Preferred Stock for any 
purpose.


	Preferred Share Purchase Rights

	On July 24, 1986, the Company's Board of Directors declared a dividend of 
certain preferred share purchase rights on each outstanding share of Common 
Stock.  The Company will issue similar rights with respect to newly-issued 
shares of Common Stock as long as the rights are attached to Common Stock.  
The rights, which are not exercisable until certain events involving a 
potential takeover occur, are more particularly described in the Company's 
Registration Statement on Form 8-A, filed with the Commission on August 1, 1986,
and Forms 8 and 8-K, filed withthe Commission on July 6, 19989, which are
incorporated herein by reference.


VALIDITY OF THE SHARES

	The validity of the shares offered hereby will be passed upon for the 
Company by Suzzanne J. Gioimo, Corporate Secretary and attorney of the 
Company, who is acting as counsel to the Company regarding this issuance.  
Suzzanne J. Gioimo is the beneficial owner of 3,107 shares of Common Stock
 and has options under the Company's 1982 and 1990 stock option plan to 
acquire an additional 8,200 shares of Common Stock.

EXPERTS

	The consolidated financial statements as of December 31, 1993 and for the
 year then ended incorporated by reference in this Prospectus have been so 
incorporated in reliance on the report of Price Waterhouse LLP, independent 
accountants, given on the authority of said firm as experts in auditing and 
accounting.  The consolidated financial statements as of December 31, 1992 
and for each of the two years in the period ended December 31, 1992 
incorporated by reference in this Prospectus have been so incorporated in 
reliance on the report of Ernst & Young LLP, independent auditors, given on 
the authority of said firm as experts in auditing and accounting.

	With respect to the unaudited consolidated financial information of the 
Company for the three, six and nine-month periods ended March 31, June 30 and 
September 30, 1994, incorporated by reference in this Prospectus, Price 
Waterhouse LLP reported that they have applied limited procedures in 
accordance with professional standards for a review of such information.  
However, their separate reports dated April 20, July 29 and October 24, 1994,
incorporated by reference states that they did not audit and they do express
an opinion on that unaudited consolidated financial information.  Price
Waterhouse LLP has 
not carried out any significant or additional audit tests beyond those which 
would have been necessary if their report had not been included.  
Accordingly, the degree of reliance on their report on such information 
should be restricted in light of the limited nature of the review procedures 
applied.  Price Waterhouse LLP is not subject to liability provisions of 
section 11 of the Securities Act of 1933 for their report on the unaudited 
consolidated financial information because that report is not a "report"
or a "part" of the registration statement prepared or certified by Price
Waterhouse LLp within the sections 7 and 11 of the Act.






PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the estimated expenses in connection with the 
issuance and distribution of the securities registered hereby, all of which
will be paid by the Registrant:
	           
      SEC registration fee             	$  2,711
	     Legal fees	                          5,000 	
	     Accounting fees and expenses 	       3,000	
	     Miscellaneous 	                        289
	     Total 	                            $11,000

Item 15. Indemnification of Officers and Directors.
(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 Sixth 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 pursuant to the Securities Act of 1933.
Item 16. Exhibits and Financial Statement Schedules.
See Exhibit Index included herewith which is incorporated herein by reference.


Item 17. 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 l5(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 l5(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 15 of 
this Registration Statement, or otherwise, the registrant has been advised 
that in the opinion of the Securities and Exchange Commission such 
indemnification is against public policy as expressed in the Securities Act 
and is, therefore, unenforceable. In the event that a claim for 
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the successful 
defense of any action, suit or proceeding) is asserted by such director, 
officer or controlling person in connection with 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 adjudiction 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-3 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 13th day of March, 1995.

			NALCO CHEMICAL COMPANY
			By /s/ J. F. Lambe__
			J. F. Lambe
			Senior Vice President- Human Resources
		

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 13th day of March, 1995.

Signature			Title
W. E. Buchholz*			Vice President and Chief Financial Officer

R. L. Ratliff*			Controller

E. J. Mooney*		  	Director, Chairman of the Board and Chief Executive Officer, 
				           	  President

H. G. Bernthal*			Director

H. M. Dean*			    Director
	
A. L. Kelly*		   	Director

F. A. Krehbiel*			Director

C. W. Parry*	   		Director

W. A. Pogue*		   	Director

J. J. Shea*		    	Director

*By /s/ S. J. Gioimo
       Attorney-in-Fact


Exhibit 				
Number	Description			
3.1		Restated Certificate of Incorporation (incorporated herein 
		by reference from the Registrant's Form 10-K for the year
		ended December 31, 1987; File No. 1-4957)

 3.2		Certificates of Correction and Amendment to the Restated 
		Certificate of Incorporation (incorporated herein by
		reference from the Registrant's Form 10-K for the year
		ended December 31, 1991; File No. 1-4957)

 3.3		Certificate of Designations, Preferences and Rights of 
		Series B ESOP convertible Preferred Stock (incorporated
		herein by reference from the Registrant's Form 8-K dated
		May 15, 1989; File No. 1-4957)
 
3.4		By-laws (incorporated herein by reference from the 
		Registrant's Form 10-K for the year ended December 31,
		1992; File No. 1-4957)
 5		Opinion of Suzzanne J. Gioimo*
15		Awareness letter of Price Waterhouse LLP

23.1		The consent of Suzzanne J. Gioimo is contained in the 
		opinion filed as Exhibit 5 to this Registration Statement*
23.2		Consent of Price Waterhouse LLP
23.3		Consent of Ernst & Young LLP

 24	           Powers of Attorney (contained in the signature page of the 
	           original registration statement)

_______
*  Filed with original registration statement

EX-15

EXHIBIT 15



Awareness Letter of Independent Accounts


Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C.  20549

Dear Sirs:

We are aware that Nalco Chemical Company has included our reports dated April 
20, 1994, July 29, 1994 and October 24, 1994 (issued pursuant to the 
provisions of Statement on Auditing Standards No. 71) in the Prospectus 
constituting part of its Pre-Effective Amendment No. 1 to Registration 
Statement on Form S-3 to be filed on or about March 13, 1995.  We are also 
aware of our responsibilities under the Securities Act of 1933.

Yours very truly,


PRICE WATERHOUSE LLP


March 13, 1995
Chicago, Illinois

EX-23

EXHIBIT 23.2

CONSENT OF INDEPENDENT ACCOUNTANTS


We hereby consent to the incorporation by reference in the Prospectus 
constituting part of this Pre-Effective Amendment to Registration Statement
 on Form S-3 of our report dated January 25, 1994, which appears on page 16
 of the 1993 Annual Report of Nalco Chemical Company, which is incorporated 
by reference in Nalco Chemical Company's Annual Report on Form 10-K for the 
year ended December 31, 1993.  We also consent to the incorporation by 
reference of our report on the Financial Statement Schedules, which appears
in such Annual Report on Form 10-K.  We also consent to the reference
to us under the heading "Experts" in this Prospectus.


PRICE WATERHOUSE LLP

Chicago, Illinois
March 13, 1995

EX-23

EXHIBIT 23.3

CONSENT OF INDEPENDENT AUDITORS


We consent to the reference to our firm under the caption "Experts" and to the 
incorporation by reference in the Pre-Effective Amendment No. 1 to Form S-3 
and related Prospectus of Nalco Chemical Company, for the registration of 
226,065 shares of its common stock, of our report dated January 26, 1993 with 
respect to the consolidated financial statements of Nalco Chemical Company 
incorporated by reference in its 1992 Annual Report on Form 10-K filed with 
the Securities and Exchange Commission, and the related financial statement 
schedules included therein.



							ERNST & YOUNG LLP

Chicago, Illinois
March 13, 1995