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: BELL LAWRENCE T (SVP Law, GC and Secretary)

Footnotes

F1: Additionally, reporting person indirectly holds 7,519.632 UNITS in the Ecolab Stock Fund of the Ecolab Savings Plan (401(k) Plan) as of April 30, 2003. (The 7,519.632 units are the equivalent of approximately 7,059 shares of the issuer's Common Stock.)

F2: A daughter of the reporting person holds 987 shares, which are deemed to be indirectly held by the reporting person.

F3: A daughter of the reporting person holds 1,041 shares, which are deemed to be indirectly held by the reporting person.

F4: This option was previously reported as covering 3,200 shares at an exercise price of $21.9375/share, but has been adjusted to reflect a 2 for 1 stock split on January 15, 1998. The option was granted under the Ecolab Inc. 1993 Stock Incentive Plan (the "1993 Plan") on August 19, 1994 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.