BY-LAWS

                                       OF

                                 NALCO TWO, INC.

                                   ARTICLE I.

                                     OFFICES

     Section 1.1 Offices. The registered office of the Corporation shall be in
the City of Wilmington, County of New Castle, State of Delaware. The Corporation
may also have offices at such other places both within and without the State of
Delaware as the Board of Directors may from time to time determine or the
business of the Corporation may require.

                                   ARTICLE II.

                                  SHAREHOLDERS

     Section 2.1 Time and Place of Meetings. All meetings of the shareholders
for the election of directors or for any other purpose shall be held at such
time and place, within or without the State of Delaware, as shall be designated
by the Board of Directors. In the absence of a designation of a place for any
such meeting by the Board of Directors, each such meeting shall be held at the
principal office of the Corporation.

     Section 2.2 Annual Meetings. An annual meeting of shareholders shall be
held for the purpose of electing directors and transacting such other business
as may properly be brought before the meeting. The date of the annual meeting
shall be determined by the Board of Directors.

     Section 2.3 Special Meetings. Special meetings of the shareholders, for any
purpose or purposes, unless otherwise prescribed by the Certificate of
Incorporation or by the Delaware General Corporation Law as from time to time in
effect (the "Delaware Law"), may be called by the President and shall be called
by the Secretary at the direction of all of the directors then in office, or at
the request in writing delivered to the President or the Secretary of the
Corporation of shareholders owning not less than a majority of the entire
capital stock of the Corporation issued and outstanding and entitled to vote.

     Section 2.4 Notice of Meetings. Written notice of each meeting of the
shareholders stating the place, date and time of the meeting shall be given not
less than ten nor more than sixty days before the date of the meeting, to each
shareholder entitled to vote at such meeting.






The notice of any special meeting of shareholders shall state the purpose or
purposes for which the meeting is called.

     Section 2.5 Quorum; Adjournments. The holders of a majority of the stock
issued and outstanding and entitled to vote thereat, present in person or
represented by proxy, shall constitute a quorum at all meetings of the
shareholders for the transaction of business, except as otherwise may be
required by these By-laws, the Certificate of Incorporation or the Delaware Law.
If a quorum is not represented, the holders of the stock present in person or
represented by proxy at the meeting and entitled to vote thereat shall have
power, by the affirmative vote of the holders of a majority of such stock, to
adjourn the meeting to another time and/or place, without notice other than
announcement at the meeting, except as hereinafter provided, until a quorum
shall be present or represented. At such adjourned meeting at which a quorum
shall be present or represented, any business may be transacted which might have
been transacted at the original meeting. If the adjournment is for more than

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