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: FRITZE STEVEN L (Senior Vice President & CFO)

Footnotes

F1: Additionally, reporting person indirectly holds 10,769.727 UNITS in the Ecolab Stock Fund of the Ecolab Savings Plan (401(k) Plan) as of April 30, 2003, including 30.281 units acquired since the reporting person's last report.

F2: 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. 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.