ECOLAB INC. — Director's Dealing 2003

May 23, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ECOLAB INC (ECL)
CIK: 0000031462
Period of Report: 2003-05-21

Reporting Person: SPOONER JOHN P (President of International)

Footnotes

F1: Additionally, reporting person indirectly holds 2,449.489 UNITS in the Ecolab Stock Fund of the Ecolab Savings Plan (401(k) Plan) as of April 30, 2003. (The 2,449.489 units are the equivalent to approximately 2,299 shares of the issuer's Common Stock.)

F2: This option was previously reported as covering 9,000 shares at an exercise price of $43.78125/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. 1997 Stock Incentive Plan (the "1997 Plan") on August 15, 1997 and became exercisable, 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.

F3: This option was previously reported as covering 30,000 shares at an exercise price of $26.8125/share, but has been adjusted to reflect a 2 for 1 stock split on January 15, 1998. 7,200 shares of this option were previously exercised. 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: This option was previously reported as covering 10,000 shares at an exercise price of $30.375/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 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.