ECOLAB INC. — Director's Dealing 2004

Jun 8, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ECOLAB INC (ECL)
CIK: 0000031462
Period of Report: 2004-06-07

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-06-07	Common Stock	M	15400	$6.70	Acquired	94966	Direct
2004-06-07	Common Stock	S	2000	$30.50	Disposed	92966	Direct
2004-06-07	Common Stock	S	200	$30.51	Disposed	92766	Direct
2004-06-07	Common Stock	S	400	$30.52	Disposed	92366	Direct
2004-06-07	Common Stock	S	800	$30.55	Disposed	91566	Direct
2004-06-07	Common Stock	S	400	$30.58	Disposed	91166	Direct
2004-06-07	Common Stock	S	700	$30.60	Disposed	90466	Direct
2004-06-07	Common Stock	S	500	$30.61	Disposed	89966	Direct
2004-06-07	Common Stock	S	300	$30.63	Disposed	89666	Direct
2004-06-07	Common Stock	S	100	$30.66	Disposed	89566	Direct
2004-06-07	Common Stock	S	10000	$30.70	Disposed	79566	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-06-07	Employee Stock Option (Right to Buy)	$6.70	M	15400	Disposed	2005-08-18	Common Stock (15400)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	7762.097	Indirect
Common Stock	1974	Indirect
Common Stock	2082	Indirect

Footnotes

F1: Number of UNITS in the Ecolab Stock Fund of the Ecolab Savings Plan (401(k) Plan) as of May 31, 2004. Includes 201.206 UNITS acquired since the reporting person's last report. (The 7,762.097 UNITS are the equivalent of approximately 14,457.22 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: This option was previously reported as covering 3,850 shares at an exercise price of $26.8125 per share, but has been adjusted to reflect 2-for-1 stock splits on January 15, 1998 and June 6, 2003. The option was granted under the Ecolab Inc. 1993 Stock Incentive Plan ("1993 Plan") on August 18, 1995 and 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.