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: FRITZE STEVEN L (Executive Vice President & CFO)

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	88200	Acquired	2014-12-09	Common Stock (88200)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1655	Direct
Common Stock	11103.654	Indirect

Footnotes

F1: Number of UNITS in the Ecolab Stock Fund of the Ecolab Savings Plan (401(k) Plan) as of October 31, 2004. Includes 27.012 UNITS acquired since the reporting person's last report. (The 11,103.654 UNITS are the equivalent of approximately 20,126.961 SHARES of the issuer's Common Stock.)

F2: The option will be exercisable, on a cumulative basis, as to one-third of the option shares (excluding any fractional 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.