BYLAWS

                                       OF

                            NALCO LEASING CORPORATION



                                   ARTICLE I

                                     Offices

     Section 1.1 Name. The name of the Corporation is Nalco Leasing Corporation.

     Section 1.2 Principal Office. The principal office in the State of Illinois
shall be in the Village of Oak Brook, County of DuPage, and its registered
office in the State of Delaware, City of Wilmington, County of New Castle, and
the name of the resident agent in charge thereof is The Corporation Trust
Company.

     Section 1.3 Other Offices. 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

                            Meetings of Stockholders

     Section 2.1 Annual Meeting. The Annual Meeting of Stockholders shall be
held on the third Friday of May in each year if not a legal holiday and if a
legal holiday, then on the next regular business day following, at 10:00 o'clock
A.M. or any other day designated by the Board






of Directors. The meeting shall be held for the purpose of electing a Board of
Directors and transacting such other business as may properly be brought before
the meeting. If the election of directors shall not be held on the day
designated for any Annual Meeting, or at any adjournment thereof, the Board of
Directors shall cause the election to be held at a Special Meeting of
Stockholders as soon thereafter as convenient.

     Section 2.2 Place of Meeting. All meetings of stockholders for the election
of directors shall be held in such place as may be fixed by the Board of
Directors. Meetings of stockholders for any purpose may be held at such time and
place, within or without the State of Delaware, as shall be stated in the notice
of the meeting or in a duly executed waiver of notice thereof.

     Section 2.3 Voting List. At least ten days before every election of
directors, a complete list of the stockholders entitled to vote at such
election, arranged in alphabetical order with the address of and the number of
voting shares held by each, shall be prepared by the officer who has charge of
the stock ledger of the Corporation. Such list shall be open to the examination
of any stockholder during ordinary business hours, for a period of ten days
prior to the election, at the place where said election is to be held, and the
list shall be produced at the time and kept at the time and place of election
during the whole time thereof, and subject to the inspection of any stockholder
who may be present.

     Section 2.4 Special Meeting. Special Meetings of Stockholders, for any
purpose or purposes, unless otherwise prescribed by statute or by the
Certificate of Incorporation, may be




                                      -2-



called by the Chairman of the Board, the President and shall be called by the
President or by the Secretary forthwith at the request in writing of a majority
of the Board of Directors, or at the request in writing of stockholders owning
one-third in amount of the entire capital stock of the Corporation issued and
outstanding and entitled to vote. Such request shall state the purpose or
purposes of the proposed meeting. Business transacted at any special meeting

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