Rule 424(b)(3)
File No. 33-38032
NALCO CHEMICAL COMPANY
COMMON STOCK ACQUIRED UNDER THE
NALCO CHEMICAL COMPANY
STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
APPENDIX DATED MAY 8, 1995
TO
PROSPECTUS DATED NOVEMBER 30 1990
This Appendix updates certain information in the Prospectus dated November 30,
1990 (the "Prospectus") relating to shares of Common stock which may be
offered by the stockholders listed herein under the caption "Selling
Stockholders" or by their transferees (or by their donees or pledgees). The
Company will furnish without charge to participants additional copies of the
Prospectus upon request.
SELLING STOCKHOLDERS
The following table sets forth the name and position within the Company for
the last three years of each Selling Stockholder, the number of shares of
Common Stock of the Company beneficially owned by him on the date of this
Prospectus and, the number of shares offered by the Prospectus.
<TABLE>
<CAPTION>
Name of Director Shares OwnedBeneficially (1) Shares Offered by
This Prospectus (1)(2)
<S> <C> <C>
J. L. Ballesteros 4,000 4,000
H. G. Bernthal 24,400 24,000
H. Corless 26,000(3) 24,000
H. M. Dean 25,000 24,000
J. P. Frazee, Jr. 26,634 24,000
A. L. Kelly 19,075 16,000
F. A. Krehbiel 28,000 24,000
W. A. Pogue 24,905(3) 24,000
J. J. Shea 13,000 12,000
1. Includes shares which may be acquired by exercise of stock options pursuant
to the Plan.
2. This does not constitute a commitment to sell all of the stated
number of shares.
The amount of shares offered shall be determined from time to time by each
selling stockholder in his sole discretion.
3. Includes beneficial/ownership of shares held indirectly by wife.
</TABLE>
Additional selling stockholders will be identified by a subsequent appendix.
One or more of the Selling Stockholders may from time to time make gifts of
any or all of his shares or pledge any or all of his shares as collateral
for loans. In the event of such
gift or of a default under any such loan, the donee may elect to sell donated
shares or the lender may elect to sell shares held as collateral by means of
the Prospectus as supplemented.
