Rule 424(b)(3)
File No. 33-38033
NALCO CHEMICAL COMPANY
COMMON STOCK ACQUIRED UNDER THE
NALCO CHEMICAL COMPANY
1990 STOCK OPTION PLAN
APPENDIX DATED MAY 14, 1996
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>
<S> <C> <C>
Shares Offered
Shares By This
Name and Position Owned (1)(2) Prospectus (2)
W. E. Buchholz 28,000 42,800
Vice President-Chief
Financial Officer
P. Dabringhausen 44,517 70,600
Group Vice President,
President, Process Chemicals Division
M. B. Harp 106,310(3) 109,400
Executive Vice President,
International Operations from January, 1993 to
December, 1994; and Executive Vice President,
Operations as of January, 1995
E. J. Mooney 291,066 278,600
President and Chief Operating Officer from
January, 1992 to March 1994; President as of
March, 1990; Chief Executive Officer as of April, 1994; and Chairman as of July,
1994.
S. D. Newlin 41,749 64,000
General Manager, Pulp & Paper Chemicals Group
from January, 1992 to December, 1992; Vice
President, President, Nalco Pacific from January,
1993 through February, 1994; Group Vice
President, President, Nalco Europe as of March,
1994.
J. D. Tinsley 62,439(3) 75,700
Group Vice President, President, Water & Waste
Treatment Division
W. S. Weeber 109,129 107,800
Executive Vice President, Operations Staff
</TABLE>
(1) Includes shares which are subject to outstanding stock options
exercisable within sixty days of April 30, 1996 as follows: W. E. Buchholz,
27,000 shares; P. Dabringhausen, 42,200 shares; M. B. Harp, 70,400 shares;
E. J. Mooney, 249,600 shares; S. D. Newlin 37,200 shares; J. D. Tinsley, 47,900
shares; W. S. Weeber, 93,400 shares.
(2) Includes shares which may be acquired by exercise of stock options.
(3) Includes beneficial/ownership of shares held indirectly by wife.
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 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.
