ECOLAB INC. — Director's Dealing 2004

Dec 7, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ECOLAB INC (ECL)
CIK: 0000031462
Period of Report: 2004-12-03

Reporting Person: SPOONER JOHN P (President of International)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-12-03	Common Stock	M	30000	$14.86	Acquired	69441	Direct
2004-12-03	Common Stock	S	16800	$35.00	Disposed	52641	Direct
2004-12-03	Common Stock	S	1000	$35.01	Disposed	51641	Direct
2004-12-03	Common Stock	S	3000	$35.02	Disposed	48641	Direct
2004-12-03	Common Stock	S	1900	$35.03	Disposed	46741	Direct
2004-12-03	Common Stock	S	200	$35.06	Disposed	46541	Direct
2004-12-03	Common Stock	S	700	$35.08	Disposed	45841	Direct
2004-12-03	Common Stock	S	100	$35.09	Disposed	45741	Direct
2004-12-03	Common Stock	S	200	$35.11	Disposed	45541	Direct
2004-12-03	Common Stock	S	700	$35.15	Disposed	44841	Direct
2004-12-03	Common Stock	S	100	$35.17	Disposed	44741	Direct
2004-12-03	Common Stock	S	200	$35.18	Disposed	44541	Direct
2004-12-03	Common Stock	S	5000	$35.19	Disposed	39541	Direct
2004-12-03	Common Stock	S	100	$35.20	Disposed	39441	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-12-03	Employee Stock Option (Right to Buy)	$14.86	M	30000	Disposed	2008-08-14	Common Stock (30000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2648.344	Indirect

Footnotes

F1: Number of UNITS owned by the reporting person in the Ecolab Stock Fund of the Ecolab Savings Plan (401(k) Plan) as of October 31, 2004. Includes 185.416 UNITS acquired since the reporting person's last report. The 2,648.344 UNITS are the equivalent of approximately 4,957 shares of the issuer's common stock.

F2: Option granted under the Ecolab Inc. 1997 Stock Incentive Plan on August 14, 1998. The option was originally reported as covering 15,000 shares at an exercise price of $29.72 per share, but has been adjusted to reflect a stock split on June 6, 2003. The option became exercisable, on a cumulative basis, as to 25% of the total shares subject to the Option (excluding any fractional portion less than one share), 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.