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 12, 1997
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.
Shares Owned Shares Offered by
Name of Director Beneficially (1) This Prospectus (1)(2)
- ---------------- ---------------- ----------------------
J. L. Ballesteros 12,400 12,000
H. G. Bernthal 32,804(4) 32,000
H. Corless 34,404(3)(4) 32,000
H. M. Dean 29,654(3)(4) 32,000
J. P. Frazee, Jr. 35,038(4) 32,000
A. L. Kelly 27,544(4) 24,000
F. A. Krehbiel 36,404(4) 32,000
W. A. Pogue 33,340(3)(4) 32,000
J. J. Shea 21,404(4) 20,000
(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.
(4) Includes stock compensation deferred as Share Units from the
Non-employee Directors Stock Compensation Plan.
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.
