ECOLAB INC. — Director's Dealing 2005

Dec 14, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ECOLAB INC (ECL)
CIK: 0000031462
Period of Report: 2005-12-13

Reporting Person: LEWIS DIANA D (SVP - Human Resources)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-12-13	Common Stock	M	20000	$7.594	Acquired	113490.704	Direct
2005-12-13	Common Stock	S	700	$35.21	Disposed	112790.704	Direct
2005-12-13	Common Stock	S	19300	$35.20	Disposed	93490.704	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-12-13	Employee Stock Option (right to buy)	$7.594	M	20000	Disposed	2006-08-16	Common Stock (20000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	11531.879	Indirect

Footnotes

F1: Number of UNITS in the Ecolab Stock Fund of the Ecolab Savings Plan (401(k) Plan) as of November 30, 2005. (The 11,531.879 UNITS are the equivalent of approximately 20,118.624 SHARES of the issuer's Common Stock.)

F2: Option granted under the Ecolab Inc. 1993 Stock Incentive Plan on August 16, 1996. The option was originally reported as covering 10,000 shares at an exercise price of $15.1875 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.