Exhibit
10.1

EXECUTION COPY

AMENDMENT NO. 2

THIS AMENDMENT NO. 2 TO THE RECEIVABLES TRANSFER AGREEMENT (the
"Amendment") is entered into as of
May 31, 2005 by and among Nalco Receivables LLC, as transferor (the
"Transferor"), Nalco Company
("NALCO" and together with the
Transferor, the "Nalco Parties"), as
Collection Agent, Park Avenue Receivables Company, LLC, as a CP Issuer
and JPMorgan Chase Bank, N.A., as a Funding Agent, an APA Bank and as
Administrative Agent. Defined terms used herein and not otherwise
defined herein shall have the meaning given to them in the RTA (defined
below).

PRELIMINARY STATEMENTS

A.    The Transferor,
NALCO, the Transferees, the Funding Agent and the Administrative Agent
are parties to that certain Receivables Transfer Agreement among the
parties referred to above dated as of June 25, 2004, as amended by
Waiver and Amendment No. 1 among the parties referred to above entered
into as of March 30, 2005 (the
"RTA").

B.    The
Transferor has requested an amendment of certain provisions of the
RTA.

C.    The Transferees, the Funding Agents, the Required
APA Banks and the Administrative Agent have agreed to such request on
and subject to the terms and conditions hereinafter set forth.

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

NOW,
THEREFORE, in consideration of the premises set forth above, and other
good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto hereby agree as
follows:

1.    Accuracy of Preliminary
Statements.    The parties agree that the foregoing Preliminary
Statements are true and correct in all respects.

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

"(l)    the average Default Ratio for
the three (3) preceding Monthly Settlement Periods exceeds 2.65%
(except 3.75% in the case of each of the Monthly Settlement
Periods ending on the last day of each of March, April, May, June, July
and August 2005); or"

"(m)    the average Delinquency Ratio
for the three (3) preceding Monthly Settlement Periods exceeds
5.80% (except 8.50% in the case of each of the Monthly
Settlement Periods ending on the last day of each of March, April, May,
June, July and August 2005); or"

3.    Condition Precedent.    This Amendment shall
become effective and be deemed effective as of the date first above
written (the "Effective Date") upon
receipt by the Administrative Agent of an executed counterpart of this
Amendment from each of the parties hereto.

4.    Covenants, Representations and Warranties of the Nalco
Parties.

(a)    On the Effective Date, each of the Nalco
Parties hereby reaffirms all covenants, representations and warranties
made by such Nalco Party in the RTA, to the extent the same are not
modified hereby and agrees that all such covenants, representations and
warranties shall be deemed to have been re-made as of the Effective
Date.

(b)    Each of the Nalco Parties hereby represents and
warrants that this Amendment constitutes the legal, valid and binding
obligation of such Nalco Party, enforceable against such Nalco Party in
accordance with its terms. The execution, delivery and performance by
each Nalco Party of this Amendment: (i) are within such Nalco
Party's power; (ii) have been duly authorized by all necessary or
proper corporate 









action; (iii) are not in contravention of any
provision of such Nalco Party's certificate of incorporation,
bylaws or other organizational documents; (iv) will not violate any law
applicable to such Nalco Party; (v) will not conflict with or result in
the breach or termination of, constitute a default under or accelerate
any performance required by, any indenture, mortgage, deed of trust,
lease, agreement or other instrument to which such Nalco Party is a
party or by which such Nalco Party or any of its respective property is
bound; (vi) will not result in the creation or imposition of any lien
upon any of the property of such Nalco Party; and (vii) do not require
the consent or approval of any governmental authority or any other
Person, except those which were duly obtained, made or complied with
prior to the Effective Date.

5.    Reference to and Effect
on the RTA.

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

(b)    Except as specifically modified hereby, the
RTA, each of the other Transaction Documents and all other documents,
instruments and agreements executed and/or delivered in connection
therewith shall remain in full force and effect and are hereby ratified
and confirmed.

(c)    Except as expressly provided in
Section 2 hereof, the execution, delivery and effectiveness of
this Amendment shall not operate as a waiver of any right, power or
remedy of the Transferees, the Funding Agents or the Administrative
Agent under the RTA or any of the other Transaction 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 Transaction Document, or of any transaction or
further or future action of the Transferor which would require the
consent of the Transferees, the Funding Agents or the Administrative
Agent under the RTA. Without limiting the generality of the foregoing,
the execution, delivery and effectiveness of this Amendment shall not
entitle the Transferor to a waiver of any existing or hereafter arising
Termination Event, nor shall the execution and delivery of this
Amendment by the Transferees, the Funding Agents or the Administrative
Agent establish a course of dealing among the Transferees, the Funding
Agents, the Administrative Agent and the Transferor or in any other way
obligate the Transferees, the Funding Agents or the Administrative
Agent to hereafter provide any waiver or extension to the Transferor
for the payment or performance by the Transferor of its obligations
under the RTA and the Transaction Documents prior to the enforcement by
the Transferees, the Funding Agents and the Administrative Agent of any
of their respective rights and remedies under the RTA and the other
Transaction Documents.

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

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

8.    Headings.    Section headings in this Amendment
are included herein for convenience or reference only and shall not
constitute a part of this Amendment for any other purpose.

SIGNATURE PAGE FOLLOWS

2








IN WITNESS WHEREOF, the parties hereto have
caused this Amendment to be executed by their respective officers
thereto duly authorized as of the date first written above.


		NALCO RECEIVABLES LLC,
as Transferor





		By:    /s/ Anthony
Powell        

Name: Anthony Powell
Title:
Treasurer





		NALCO COMPANY, as Collection
Agent





		By:    /s/ Anthony
Powell        

Name: Anthony Powell
Title: Assistant
Treasurer




Signature
Page
to
Amendment No 2

3









		
PARK AVENUE RECEIVABLES COMPANY, LLC
    
By: JPMorgan Chase
Bank, N.A., as attorney-in-fact





		By:
   /s/ Mark Connor        

Name: Mark
Connor
Title: Vice President





		JPMORGAN CHASE
BANK, N.A., as an APA Bank, a Funding Agent and as Administrative
Agent





		By:    /s/ Mark
Connor        

Name: Mark Connor
Title: Vice
President




Signature Page
to
 Amendment No
2

4