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

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 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.)

F3: The reporting person is an Indirect Beneficial Owner of 987 shares held by a daughter.

F4: The reporting person is an Indirect Beneficial Owner of 1,041 shares held by a daughter.

F5: Represents a special, premium-priced option (the exercise price is approximately 70% 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 25, 2000. 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.