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: MILLER JAMES A (VP & Gen. Mgr. - Institutional)

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	65000	Acquired	2013-12-11	Common Stock (65000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	6362.475	Direct
Common Stock	364.029	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 1.799 shares (3.598 post-split) acquired pursuant to dividend reinvestment and 66.665 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 192.85 UNITS acquired since the reporting person's last report. (The 364.029 UNITS are the equivalent of approximately 648.95 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.