ECOLAB INC. — Director's Dealing 2004

Nov 12, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ECOLAB INC (ECL)
CIK: 0000031462
Period of Report: 2004-11-11

Reporting Person: BELL LAWRENCE T (SVP, GC and Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-11-11	Common Stock	M	12000	$7.593	Acquired	91566	Direct
2004-11-11	Common Stock	S	12000	$35.14	Disposed	79566	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-11-11	Employee Stock Option (Right to Buy)	$7.593	M	12000	Disposed	2006-08-16	Common Stock (12000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	7781.803	Indirect
Common Stock	1974	Indirect
Common Stock	2082	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 September 30, 2004. Includes 19.706 UNITS acquired by the reporting person in the Ecolab Stock Fund of the Ecolab Savings Plan since the date of his last report. (The 7781.803 UNITS are the equivalent of approximately 13,129.42 SHARES of the issuer's Common Stock.)

F2: A daughter of the reporting person holds 1,974 shares, of which, the reporting person is an Indirect Beneficial Owner.

F3: A daughter of the reporting person holds 2,082 shares, of which, the reporting person is an Indirect Beneficial Owner.

F4: Option granted under the Ecolab Inc. 1993 Stock Incentive Plan on August 16, 1996. The option was originally reported as covering 3,000 shares at an exercise price of $30.375/share, but has been adjusted to reflect a stock split on January 15, 1998 and 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.