EXHIBIT 10.65

                 AMENDMENT NO.1 TO REGISTRATION RIGHTS AGREEMENT
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         AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT (the "Amendment"),
dated as of December 30, 2005, by and among Nalco Holding Company, a Delaware
corporation (the "Company"), Nalco LLC, a Delaware limited liability company
("Nalco LLC"), the Sponsor Members, the Management Members and the other
Holders, to the Registration Rights Agreement (as amended, supplemented or
otherwise modified, the "Agreement"), dated as of November 16, 2004.

                                    RECITALS
                                    --------

         WHEREAS, the Company, Nalco LLC, the Sponsor Members and the Management
Members have heretofore executed the Agreement.

         WHEREAS, one of the purposes of the Agreement was to provide the
parties listed on Schedule A hereto (the "Released Management Holders") with
certain registration rights in order to enable them to sell registered shares of
the Company's common stock.

         WHEREAS, the Agreement was intended, in part, to enable Management
Members to sell shares of the Company's common stock received in exchange for
units of Nalco LLC on a registered basis by granting them certain incidental
("piggyback") registration rights in connection with registered offerings of the
Company's common stock by Nalco LLC or the Sponsor Members.

         WHEREAS, the Agreement subjects Management Members to certain
obligations, including lock-up provisions, pursuant to which such Management
Members may be prohibited from selling their shares of the Company's common
stock for up to 14 days prior to and up to 180 days following such offerings.

         WHEREAS, Company has filed a shelf registration statement on Form S-3
to register shares of the Company's common stock held by the Released Management
Holders, along with any prospectus supplements or post-effective amendments, as
applicable, in order to facilitate the disposition of the Released Management
Holders' Registrable Shares.

         WHEREAS, the parties hereto have determined that the shelf registration
statement will satisfy the purpose of enabling the Released Management Holders
to sell their Registrable Shares on a registered basis, and have consequently
agreed to release the Released Management Holders from the Agreement so that
they would no longer be entitled to rights or subject to restrictions
thereunder.

         NOW THEREFORE, in consideration of the agreements set forth herein, and
for other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, and intending to be legally bound hereby, pursuant to
Section 6(b) of the Agreement, the parties hereto agree that effective as of the
date hereof, the Released Management Holders will no longer be deemed a party to
the Agreement and will not be entitled to any rights or subject to any
obligations under the Agreement.

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

Capitalized terms used herein without definition have the meanings assigned to
them in the Agreement.



                                MANAGEMENT MEMBER


                                            By:      _______________________
                                                     Name:
                                                     Title: