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ECOLAB INC. Director's Dealing 2004

Jun 3, 2004

29912_dirs_2004-06-03_ad98b788-ec9b-49f3-886c-8dd40977da14.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ECOLAB INC (ECL)
CIK: 0000031462
Period of Report: 2004-06-01

Reporting Person: NISITA MAURIZIO (SVP - Global Operations)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2004-06-01 Common Stock M 29480 $10.945 Acquired 130199 Direct
2004-06-01 Common Stock S 16880 $30.65 Disposed 113319 Direct
2004-06-01 Common Stock S 700 $30.68 Disposed 112619 Direct
2004-06-01 Common Stock S 8000 $30.69 Disposed 104619 Direct
2004-06-01 Common Stock S 2400 $30.70 Disposed 102219 Direct
2004-06-01 Common Stock S 800 $30.71 Disposed 101419 Direct
2004-06-01 Common Stock S 100 $30.73 Disposed 101319 Direct
2004-06-01 Common Stock S 600 $30.74 Disposed 100719 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2004-06-01 Employee Stock Option - Right to Buy $10.945 M 29480 Disposed 2008-08-15 Common Stock (29480) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 9200.57 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 May 31, 2004. Includes 209.394 units acquired since the reporting person's last report. (The 9,200.57 UNITS are the equivalent of approximately 17,243.153 shares of the issuer's Common Stock.)

F2: This option was previously reported as covering 7,370 shares at an exercise price of $43.78125 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. 1997 Stock Incentive Plan ("1997 Plan") on August 15, 1997 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.