ECOLAB INC. — Director's Dealing 2003

May 19, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ECOLAB INC (ECL)
CIK: 0000031462
Period of Report: 2003-05-15

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.

F2: 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 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"). As of the date hereof, an aggregate of 470,200 Premium-Priced Options granted to executives of the issuer remain exercisable and outstanding. All Premium-Priced Options expire on May 20, 2003.

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 stock split on January 15, 1998. 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.