ECOLAB INC. — Director's Dealing 2005

Dec 15, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ECOLAB INC (ECL)
CIK: 0000031462
Period of Report: 2005-12-14

Reporting Person: BAKER DOUGLAS M JR (Director, CEO & President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-12-14	Common Stock	M	11000	$10.945	Acquired	34595.036	Direct
2005-12-14	Common Stock	F	6639	$35.515	Disposed	27956.036	Direct
2005-12-14	Common Stock	M	7000	$14.859	Acquired	34956.036	Direct
2005-12-14	Common Stock	F	4666	$35.515	Disposed	30290.036	Direct
2005-12-14	Common Stock	M	31850	$19.266	Acquired	62140.036	Direct
2005-12-14	Common Stock	F	23499	$35.515	Disposed	38641.036	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-12-14	Employee Stock Option (Right to Buy)	$10.945	M	11000	Disposed	2007-08-15	Common Stock (11000)	Direct
2005-12-14	Employee Stock Option (Right to Buy)	$14.859	M	7000	Disposed	2008-08-14	Common Stock (7000)	Direct
2005-12-14	Common Stock	$19.266	M	31850	Disposed	2010-08-18	Common Stock (31850)	Direct
2005-12-14	Employee Stock Option (Right to Buy)	$35.515	A	23499	Acquired	2010-08-18	Common Stock (23499)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4448.965	Indirect

Footnotes

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

F2: The reporting person indirectly holds 4,448.965 UNITS in the Ecolab Stock Fund of the Ecolab Savings Plan (401(k) Plan) as of November 30, 2005. (The 4,448.965 UNITS are equivalent to approximately 7,903.351 SHARES of Common Stock.)

F3: Option granted under the Ecolab Inc. 1997 Stock Incentive Plan on August 15, 1997. The option was originally reported as covering 5,500 shares at an exercise price of $21.890626 per share, but has been adjusted to reflect a stock split on June 6, 2003. The option became exercisable 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.

F4: Option granted under the Ecolab Inc. 1997 Stock Incentive Plan on August 14, 1998. The option was originally reported as covering 3,500 shares at an exercise price of $29.71875 per share, but has been adjusted to reflect a stock split on June 6, 2003. The option became exercisable 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.

F5: Option granted under the Ecolab Inc. 1997 Stock Incentive Plan on August 18, 2000. The option was originally reported as covering 20,000 shares at an exercise price of $38.53125 but has been adjusted to reflect a stock split on June 6, 2003. The option became exercisable, cumulatively, as to one-third of the total shares subject to the option on each of the first and second anniversaries of the date of grant and as to the remaining shares on the third anniversary of the date of grant.