ECOLAB INC. — Director's Dealing 2004

Jul 16, 2004

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: ECOLAB INC (ECL)
CIK: 0000031462
Period of Report: 2004-07-13

Reporting Person: Mason Phillip J (SVP-Strategic Bus. Development)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4008	Direct
Common Stock	25.731	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option - Right to Buy	$29.29	2014-05-07	Common Stock (50000)		Direct

Footnotes

F1: Number of UNITS in the Ecolab Stock Fund of the Ecolab Savings Plan (401(k) Plan) as of June 30, 2004. (The 25.731 UNITS are the equivalent of approximately 48.365 shares of the issuer's Common Stock.)

F2: Option granted under the Ecolab Inc. 2002 Stock Incentive Plan on May 7, 2004. 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 option 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 Plan) of the Company occurs, then the option, if it has been outstanding for at least six months from the date of grant, will become immediately exercisable in full.