ECOLAB INC. — Director's Dealing 2003

May 30, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ECOLAB INC (ECL)
CIK: 0000031462
Period of Report: 2003-05-30

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

Footnotes

F1: Additionally, reporting person indirectly holds 4,040.122 UNITS in the Ecolab Stock Fund of the Ecolab Savings Plan (401(k) Plan) as of April 30, 2003. (The 4,040.122 units are the equivalent of approximately 3,793 shares of the issuer's Common Stock.)

F2: The option was granted under the Ecolab Inc. 1993 Stock Incentive Plan (the "1993 Plan") on February 24, 1995 and became exercisable, on a cumulative basis, as to a quarter of the total shares subject to the option 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; provided, however, that the option would have become immediately exercisable in full upon a Change in Control (as that term is defined in the 1993 Plan) if it had been outstanding for at least six months from the date of grant.

F3: The option was granted under the Ecolab Inc. 1993 Stock Incentive Plan (the "1993 Plan") on August 18, 1995 and became exercisable, on a cumulative basis, as to a quarter of the total shares subject to the option 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; provided, however, that the option would have become immediately exercisable in full upon a Change in Control (as that term is defined in the 1993 Plan) if it had been outstanding for at least six months from the date of grant.

F4: The option was granted under the Ecolab Inc. 1993 Stock Incentive Plan (the "1993 Plan") on August 16, 1996 and became exercisable, on a cumulative basis, as to a quarter of the total shares subject to the option 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; provided, however, that the option would have become immediately exercisable in full upon a Change in Control (as that term is defined in the 1993 Plan) if it had been outstanding for at least six months from the date of grant.