ECOLAB INC. — Director's Dealing 2003

Dec 16, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ECOLAB INC (ECL)
CIK: 0000031462
Period of Report: 2003-12-11

Reporting Person: SCHMECHEL DANIEL J (Vice President & Controller)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2003-12-11	Employee Stock Option (Right to Buy)	$27.39	A	26000	Acquired	2013-12-11	Common Stock (26000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	13875.682	Direct
Common Stock	1782.993	Indirect

Footnotes

F1: The number of shares owned by the reporting person has been doubled to reflect the 2 for 1 stock split of Ecolab Inc. Common Stock effected in the form of a 100% stock dividend on June 6, 2003 (the "Stock Split")

F2: Includes 21.496 shares (post-split) acquired by reporting person under the Ecolab Dividend Reinvestment Plan.

F3: Number of UNITS in the Ecolab Stock Fund of the Ecolab Savings Plan (401(k) Plan) as of November 30, 2003. Includes 208.97 UNITS acquired since the reporting person's last report. (The 1,782.993 UNITS are the equivalent of approximately 3,178.52 shares of the issuer's Common Stock.)

F4: The option will be exercisable, on a cumulative basis, as to one-third of the option shares (excluding any fractitonal portion less than one share), on each of the first and second anniversaries of the date of grant and as to the remaining shares on the third anniversary of the date of grant; provided, however, that if a Change in Control (as that term is defined in the 2002 Ecolab Inc. Stock Incentive Plan) will occur, then the option, if it has been outstanding for at least six months from the date of grant, will become immediately exercisable in full.