Exhibit10.61

AMENDMENT NO. 5

THIS AMENDMENT NO.5 TO THE RECEIVABLES TRANSFER AGREEMENT (the‘‘Amendment’’) is enteredinto as of December  31,  2005 by and among NalcoReceivables LLC, as transferor (the‘‘Transferor’’), NalcoCompany (‘‘NALCO’’ andtogether with the Transferor, the ‘‘NalcoParties’’), as Collection Agent, Park AvenueReceivables Company, LLC, as a CP Issuer and JPMorgan Chase Bank, N.A.,as a Funding Agent, an APA Bank and as Administrative Agent. Definedterms used herein and not otherwise defined herein shall have themeaning given to them in the RTA (definedbelow).

PRELIMINARY STATEMENTS

A. TheTransferor, NALCO, the Transferees, the Funding Agent and theAdministrative Agent are parties to that certain Receivables TransferAgreement among the parties referred to above dated as of June25,  2004, as amended by (i) Waiver and Amendment No. 1 among theparties referred to above entered into as of March  30,2005, (ii) Amendment No. 2 among the parties referred to above enteredinto as of June  30,  2005, (iii) Amendment No. 3 among theparties referred to above entered into as of September30,  2005, and (iv) Amendment No. 4 among the parties referred toabove entered into as of December  31,  2005 (the‘‘RTA’’).

B. TheTransferor has requested an amendment of certain provisions of theRTA.

C. The Transferees, the Funding Agents, the RequiredAPA Banks and the Administrative Agent have agreed to such request onand subject to the terms and conditions hereinafter setforth.

D. JPMorgan Chase Bank, N.A. is the only APA Bankas of the date hereof and constitutes the Required APABanks.

NOW, THEREFORE, in consideration of the premises set forthabove, and other good and valuable consideration, the receipt andsufficiency of which are hereby acknowledged, the parties hereto herebyagree as follows:

1. Accuracy of PreliminaryStatements.    The parties agree that the foregoing PreliminaryStatements are true and correct in allrespects.

2. Amendments.    Section 7.1(l) andSection 7.1(m) of the RTA are hereby amended to read in their entiretyas follows:

‘‘(l) theaverage Default Ratio for the three (3) preceding Monthly SettlementPeriods exceeds 2.65% (except 3.75% in the case of eachof the Monthly Settlement Periods ending on the last day of each monthfrom and including March, 2005 to and including February, 2006);or’’

‘‘(m) theaverage Delinquency Ratio for the three (3) preceding MonthlySettlement Periods exceeds 5.80% (except 8.50% in thecase of each of the Monthly Settlement Periods ending on the last dayof each month from and including March, 2005 to and including February,2006); or’’

3. ConditionPrecedent.    This Amendment shall become effective and bedeemed effective as of the date first above written (the‘‘Effective Date’’) uponreceipt by the Administrative Agent of an executed counterpart of thisAmendment from each of the parties hereto.

4. Covenants, Representations and Warranties of the NalcoParties.

(a) On the Effective Date, each of the NalcoParties hereby reaffirms all covenants, representations and warrantiesmade by such Nalco Party in the RTA, to the extent the same are notmodified hereby and agrees that all such covenants, representations andwarranties shall be deemed to have been re-made as of the EffectiveDate.

(b) Each of the Nalco Parties hereby represents andwarrants that this Amendment constitutes the legal, valid and bindingobligation of such Nalco Party, enforceable against such Nalco Party in

1

----

accordance with its terms. The execution,delivery and performance by each Nalco Party of this Amendment: (i) arewithin such Nalco Party’s power; (ii) have been duly authorizedby all necessary or proper corporate action; (iii) are not incontravention of any provision of such Nalco Party’s certificateof incorporation, bylaws or other organizational documents; (iv) willnot violate any law applicable to such Nalco Party; (v) will notconflict with or result in the breach or termination of, constitute adefault under or accelerate any performance required by, any indenture,mortgage, deed of trust, lease, agreement or other instrument to whichsuch Nalco Party is a party or by which such Nalco Party or any of itsrespective property is bound; (vi) will not result in the creation orimposition of any lien upon any of the property of such Nalco Party;and (vii) do not require the consent or approval of any governmentalauthority or any other Person, except those which were duly obtained,made or complied with prior to the EffectiveDate.

5. Reference to and Effect on theRTA.

(a) On the Effective Date, each reference in theRTA and in each of the other Transaction Documents to‘‘this Agreement,’’‘‘hereunder,’’‘‘hereof,’’‘‘herein,’’ or words of like import shallmean and be a reference to the RTA as modified hereby, and eachreference to the RTA in any other document, instrument or agreementexecuted and/or delivered in connection with the RTA shall mean and bea reference to the RTA as modified hereby.

(b) Except asspecifically modified hereby, the RTA, each of the other TransactionDocuments and all other documents, instruments and agreements executedand/or delivered in connection therewith shall remain in full force andeffect and are hereby ratified and confirmed.

(c) Exceptas expressly provided in Section 2 hereof, the execution,delivery and effectiveness of this Amendment shall not operate as awaiver of any right, power or remedy of the Transferees, the FundingAgents or the Administrative Agent under the RTA or any of the otherTransaction Documents, nor constitute a waiver of, amendment of,consent to or other modification of any other term, provision,Termination Event, or of any term or provision of any other TransactionDocument, or of any transaction or further or future action of theTransferor which would require the consent of the Transferees, theFunding Agents or the Administrative Agent under the RTA. Withoutlimiting the generality of the foregoing, the execution, delivery andeffectiveness of this Amendment shall not entitle the Transferor to awaiver of any existing or hereafter arising Termination Event, norshall the execution and delivery of this Amendment by the Transferees,the Funding Agents or the Administrative Agent establish a course ofdealing among the Transferees, the Funding Agents, the AdministrativeAgent and the Transferor or in any other way obligate the Transferees,the Funding Agents or the Administrative Agent to hereafter provide anywaiver or extension to the Transferor for the payment or performance bythe Transferor of its obligations under the RTA and the TransactionDocuments prior to the enforcement by the Transferees, the FundingAgents and the Administrative Agent of any of their respective rightsand remedies under the RTA and the other TransactionDocuments.

6. GOVERNING LAW.    THIS AMENDMENTSHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH,THE LAWS OF THE STATE OF NEW YORK.

7. Execution inCounterparts.    This Amendment may be executed in any number ofcounterparts and by different parties hereto in separate counterparts,each of which when so executed and delivered shall be deemed to be anoriginal and all of which taken together shall constitute but one andthe same instrument.

8. Headings.    Sectionheadings in this Amendment are included herein for convenience orreference only and shall not constitute a part of this Amendment forany other purpose.

SIGNATURE PAGEFOLLOWS

2

----

IN WITNESS WHEREOF, the parties hereto havecaused this Amendment to be executed by their respective officersthereto duly authorized as of the date first writtenabove.

|        |  |                                                                                     |  |                                                                                                                                                                                                                            |  |        |  |  |  |  |  |  |  |  |
|--------|--|-------------------------------------------------------------------------------------|--|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--------|--|--|--|--|--|--|--|--|
|   |  | NALCORECEIVABLES LLC,as Transferor                                                  |  |                                                                                                                                                                                                                       |
|   |  |                                                                                |  |                                                                                                                                                                                                                       |  |   |
|   |  | By:                                                                                 |  | /s/ Susan F.Buchanan                Name:   Susan F.BuchananTitle:    AssistantTreasurer                |  |   |
|   |  |                                                                                |  |                                                                                                                                                                                                                       |  |   |
|   |  | NALCOCOMPANY, as CollectionAgent                                                    |  |                                                                                                                                                                                                                       |
|   |  |                                                                                |  |                                                                                                                                                                                                                       |  |   |
|   |  | By:                                                                                 |  | /s/ Susan F.Buchanan                Name:   Susan F.BuchananTitle:    AssistantTreasurer                |  |   |
|   |  |                                                                                |  |                                                                                                                                                                                                                       |  |   |
|   |  | PARKAVENUE RECEIVABLES COMPANY,LLC                                                  |  |                                                                                                                                                                                                                       |
|   |  |                                                                                |  |                                                                                                                                                                                                                       |  |   |
|   |  | By:                                                                                 |  | JPMorgan Chase Bank, N.A., asattorney-in-fact                                                                                                                                                                              |  |   |
|   |  |                                                                                |  |                                                                                                                                                                                                                       |  |   |
|   |  | By:                                                                                 |  | /s/ Brian J.Zimmer                    Name:   Brian J.ZimmerTitle:    VicePresident |  |   |
|   |  |                                                                                |  |                                                                                                                                                                                                                       |  |   |
|   |  | JPMORGANCHASE BANK, N.A., as an APA Bank, a Funding Agent and asAdministrativeAgent |
|   |  |                                                                                |  |                                                                                                                                                                                                                       |  |   |
|   |  | By:                                                                                 |  | /s/ Brian J.Zimmer                    Name:   Brian J.ZimmerTitle:    VicePresident |  |   |
|        |

3

----