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: 2003-05-19

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

Footnotes

F1: Includes 24.064 shares acquired by reporting person on January 15, 2003 and 26.07 shares acquired by reporting person on April 15, 2003 under the Ecolab Dividend Reinvestment Plan.

F2: 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, including 209.997 units acquired since the reporting person's last report. (The 4,040.122 units are the equivalent of approximately 3,793 shares of the issuer's Common Stock.)

F3: Represents a special, premium-priced option (the exercise price is approximately 20% 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 23, 2001. The issuer granted special, premium-priced options to executives on February 20, 1998 in conjunction with the adoption of a five-year strategic plan targeting aggressive growth goals ("Premium-Priced Options"). Certain executives, including the reporting person, were selected by the issuer to participate subsequent to the adoption of the program and such executives received a pro rata option grant. All Premium-Priced Options expired on May 20, 2003.