Exhibit10.65

AMENDMENT NO.1 TO REGISTRATION RIGHTSAGREEMENT

**AMENDMENT NO. 1 TO REGISTRATION RIGHTSAGREEMENT** (the‘‘Amendment’’), dated as ofDecember  30,  2005, by and among Nalco Holding Company, aDelaware corporation (the‘‘Company’’), Nalco LLC, aDelaware limited liability company (‘‘NalcoLLC’’), the Sponsor Members, the ManagementMembers and the other Holders, to the Registration Rights Agreement (asamended, supplemented or otherwise modified, the‘‘Agreement’’), dated as ofNovember  16,2004.

RECITALS

**WHEREAS,** theCompany, Nalco LLC, the Sponsor Members and the Management Members haveheretofore executed the Agreement.

**WHEREAS,** one of thepurposes of the Agreement was to provide the parties listed on ScheduleA hereto (the ‘‘Released ManagementHolders’’) with certain registration rights inorder to enable them to sell registered shares of the Company’scommon stock.

**WHEREAS,** the Agreement was intended, inpart, to enable Management Members to sell shares of theCompany’s common stock received in exchange for units of NalcoLLC on a registered basis by granting them certain incidental(‘‘piggyback’’) registration rights inconnection with registered offerings of the Company’s commonstock by Nalco LLC or the Sponsor Members.

**WHEREAS,** theAgreement subjects Management Members to certain obligations, includinglock-up provisions, pursuant to which such Management Members may beprohibited from selling their shares of the Company’s commonstock for up to 14 days prior to and up to 180 days following suchofferings.

**WHEREAS,** Company has filed a shelfregistration statement on Form S-3 to register shares of theCompany’s common stock held by the Released Management Holders,along with any prospectus supplements or post-effective amendments, asapplicable, in order to facilitate the disposition of the ReleasedManagement Holders’ Registrable Shares.

**WHEREAS,**the parties hereto have determined that the shelf registrationstatement will satisfy the purpose of enabling the Released ManagementHolders to sell their Registrable Shares on a registered basis, andhave consequently agreed to release the Released Management Holdersfrom the Agreement so that they would no longer be entitled to rightsor subject to restrictions thereunder.

**NOW THEREFORE,** inconsideration of the agreements set forth herein, and for other goodand valuable consideration, the receipt and sufficiency of which ishereby acknowledged, and intending to be legally bound hereby, pursuantto Section 6(b) of the Agreement, the parties hereto agree thateffective as of the date hereof, the Released Management Holders willno longer be deemed a party to the Agreement and will not be entitledto any rights or subject to any obligations under theAgreement.

Except as expressly amended hereby, the Agreement isin all respects ratified and confirmed and all the terms, conditionsand provisions thereof shall remain in full force and effect.

Capitalized terms used herein without definition have themeanings assigned to them in theAgreement.

|  | **MANAGEMENTMEMBER** |
|--|----------------------|

|  | By:                                              Name:        Title: |
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