ECOLAB INC. — Director's Dealing 2004

Dec 10, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ECOLAB INC (ECL)
CIK: 0000031462
Period of Report: 2004-12-09

Reporting Person: SCHMECHEL DANIEL J (Vice President & Controller)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-12-09	Employee Stock Option (Right to Buy)	$34.50	A	27100	Acquired	2014-12-09	Common Stock (27100)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	13879.559	Direct
Common Stock	1955.973	Indirect

Footnotes

F1: Includes 1.077 shares acquired by reporting person on January 15, 2004, .999 shares acquired by reporting person on April 15, 2004, .915 shares acquired by reporting person on July 15, 2004 and .886 shares acquired by reporting person on October 15, 2004 under the Ecolab Dividend Reinvestment Plan.

F2: Number of UNITS in the Ecolab Stock Fund of the Ecolab Savings Plan (401(k) Plan) as of October 31, 2004. Includes 172.98 UNITS acquired since the reporting person's last report. (The 1,955.973 UNITS are the equivalent of approximately 3,545.481 shares of the issuer's Common Stock.)

F3: The option will be exercisable, on a cumulative basis, as to one-third of the option shares (excluding any fractitonal portion less than one share), on each of the first and second anniversaries of the date of grant and as to the remaining shares on the third anniversary of the date of grant; provided, however, that if a Change in Control (as that term is defined in the 2002 Ecolab Inc. Stock Incentive Plan) will occur, then the option, if it has been outstanding for at least six months from the date of grant, will become immediately exercisable in full.