ECOLAB INC. — Director's Dealing 2003

May 21, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ECOLAB INC (ECL)
CIK: 0000031462
Period of Report: 2003-05-20

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

Footnotes

F1: Reflects the reporting person's payment of the exercise price and withholding taxes for a stock option issued in accordance with Rule 16b-3 by delivering or withholding shares of Ecolab Common Stock.

F2: 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.)

F3: Represents a special, premium-priced option (the exercise price is approximately 75% greater than the market price of the issuer's Common Stock on the date of grant) granted to reporting person by the issuer on February 20, 1998 in conjunction with the adoption by the issuer of a five-year strategic plan targeting aggressive growth goals ("Premium-Priced Options"). All Premium-Priced Options expired on May 20, 2003.