ECOLAB INC. — Director's Dealing 2003

Dec 15, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: BAKER DOUGLAS M JR (President & COO)

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	220000	Acquired	2013-12-11	Common Stock (220000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	31968.757	Direct
Common Stock	4062.289	Indirect

Footnotes

F1: Includes 49.017 shares acquired by reporting person on October 15, 2003 under the Ecolab Dividend Reinvestment Plan.

F2: Number of UNITS in the Ecolab Stock Fund of the Ecolab Savings Plan (401(k) Plan) as of November 30, 2003. Includes 10.492 UNITS acquired since the reporting person's last report. (The 4,062.289 UNITS are the equivalent of approximately 7,241.791 shares of the issuer's Common Stock.)

F3: 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.