ECOLAB INC. — Director's Dealing 2004

Nov 3, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ECOLAB INC (ECL)
CIK: 0000031462
Period of Report: 2004-11-01

Reporting Person: SCHUMAN ALLAN L (Director, Chairman of the Board)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-11-01	Common Stock	M	573476	$19.266	Acquired	1166335	Direct
2004-11-01	Common Stock	F	393819	$33.56	Disposed	772516	Direct
2004-11-01	Common Stock	M	466664	$18.96	Acquired	1239180	Direct
2004-11-01	Common Stock	F	317343	$33.56	Disposed	921837	Direct
2004-11-01	Common Stock	S	172200	$33.50	Disposed	749637	Direct
2004-11-01	Common Stock	S	13400	$33.51	Disposed	736237	Direct
2004-11-01	Common Stock	S	2800	$33.52	Disposed	733437	Direct
2004-11-01	Common Stock	S	1600	$33.53	Disposed	731837	Direct
2004-11-01	Common Stock	S	500	$33.54	Disposed	731337	Direct
2004-11-02	Common Stock	S	30000	$33.50	Disposed	701337	Direct
2004-11-02	Common Stock	S	300	$33.54	Disposed	701037	Direct
2004-11-02	Common Stock	S	2000	$33.55	Disposed	699037	Direct
2004-11-02	Common Stock	S	700	$33.56	Disposed	698337	Direct
2004-11-02	Common Stock	S	400	$33.57	Disposed	697937	Direct
2004-11-02	Common Stock	S	10000	$33.58	Disposed	687937	Direct
2004-11-02	Common Stock	S	100	$33.59	Disposed	687837	Direct
2004-11-02	Common Stock	S	21300	$33.60	Disposed	666537	Direct
2004-11-02	Common Stock	S	1900	$33.61	Disposed	664637	Direct
2004-11-02	Common Stock	S	2100	$33.62	Disposed	662537	Direct
2004-11-02	Common Stock	S	1400	$33.63	Disposed	661137	Direct
2004-11-02	Common Stock	S	12400	$33.64	Disposed	648737	Direct
2004-11-02	Common Stock	S	15200	$33.65	Disposed	633537	Direct
2004-11-02	Common Stock	S	100	$33.66	Disposed	633437	Direct
2004-11-02	Common Stock	S	878	$33.67	Disposed	632559	Direct
2004-11-02	Common Stock	S	10300	$33.68	Disposed	622259	Direct
2004-11-02	Common Stock	S	2000	$33.69	Disposed	620259	Direct
2004-11-02	Common Stock	S	27400	$33.70	Disposed	592859	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-11-01	Employee Stock Option (Right to Buy)	$19.266	M	573476	Disposed	2010-08-18	Common Stock (573476)	Direct
2004-11-01	Common Stock	$18.96	M	466664	Disposed	2011-12-06	Common Stock (466664)	Direct
2004-11-01	Employee Stock Option (Right to Buy)	$33.56	A	393819	Acquired	2010-08-18	Common Stock (383819)	Direct
2004-11-01	Employee Stock Option (Right to Buy)	$33.56	A	317343	Acquired	2011-12-06	Common Stock (317343)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	14066.733	Indirect

Footnotes

F1: Reflects the reporting person's payment of the exercise price of a stock option issued in accordance with Rule 16b-3 by delivering shares of Ecolab Common Stock and withholding option shares to satisfy withholding taxes.

F2: 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. (The 14,066.733 UNITS are the equivalent of approximately 24,585.477 SHARES of the issuer's Common Stock.) Includes 169.95 UNITS acquired by the reporting person in the Ecolab Stock Fund of the Ecolab Savings Plan since the date of his last report.

F3: Option granted under the Ecolab Inc. 1997 Stock Incentive Plan on August 18, 2000. The option was originally reported as covering 330,000 shares at an exercise price of $38.53125/share, but has been adjusted to reflect a stock split on June 6, 2003. The option became 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 option shares on the third anniversary of the date of grant.

F4: Option granted under the Ecolab Inc. 1997 Stock Incentive Plan on December 6, 2001. The option was originally reported as covering 350,000 shares at an exercise price of $37.92/share, but has been adjusted to reflect a stock split on June 6, 2003. The option became 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 option shares on the third anniversary of the date of grant.