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: 2003-05-28

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

Footnotes

F1: Additionally, reporting person indirectly holds 13,715.967 UNITS in the Ecolab Stock Fund of the Ecolab Savings Plan (401(k) Plan) as of April 30, 2003. (The 13,715.967 units are the equivalent to approximately 12,876 shares of the issuer's Common Stock.)

F2: The option was granted under the Ecolab Inc. 1997 Stock Incentive Plan (the "1997 Plan") on August 14, 1998 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 1997 Plan) if it had been outstanding for at least six months from the date of grant.