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: SCHUMAN ALLAN L (Director, Chairman of the Board & CEO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2003-12-11	Common Stock	$27.39	A	650000	Acquired	2013-12-11	Common Stock (650000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	592859	Direct
Common Stock	13791.224	Indirect

Footnotes

F1: Number of UNITS in the Ecolab Stock Fund of the Ecolab Savings Plan (401(k) Plan) as of November 30, 2003. Includes 35.62 UNITS acquired since the reporting person's last report. (The 13,791.224 UNITS are the equivalent of approximately 24,585.442 shares of the issuer's Common Stock.)

F2: 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.