ECOLAB INC. — Director's Dealing 2003

Oct 29, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ECOLAB INC (ECL)
CIK: 0000031462
Period of Report: 2003-10-28

Reporting Person: FRITZE STEVEN L (Senior Vice President & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-10-28	Common Stock	M	15000	$5.48	Acquired	16655	Direct
2003-10-28	Common Stock	S	15000	$26.90	Disposed	1655	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2003-10-28	Employee Stock Option (Right to Buy)	$5.48	M	15000	Disposed	2004-08-19	Common Stock (15000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	10800.849	Indirect

Footnotes

F1: Number of UNITS owned by the reporting person in the Ecolab Stock Fund of the Ecolab Savings Plan (401(k) Plan) as of September 30, 2003. (The 10,800.849 UNITS are the equivalent of approximately 20,286.01 SHARES of the issuer's Common Stock.)

F2: Option granted under the Ecolab Inc. 1993 Stock Incentive Plan on August 19, 1994. The option was originally reported as covering 3,750 shares at an exercise price of $21.9375/share, but has been adjusted to reflect a stock split on January 15, 1998 and June 6, 2003. The option became exercisable, on a cumulative basis, as to 25% of the total shares subject to the Option (excluding any fractional portion less than one share), on each of the first, second and third anniversaries of the date of grant and as to the remaining shares on the fourth anniversary of the date of grant.