ECOLAB INC. — Director's Dealing 2005

Dec 10, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ECOLAB INC (ECL)
CIK: 0000031462
Period of Report: 2005-12-07

Reporting Person: MILLER JAMES A (EVP - Institutional Sector NA)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-12-07	Employee Stock Option (Right to Buy)	$34.075	A	50400	Acquired	2015-12-07	Common Stock (50400)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5004.382	Direct
Common Stock	668.918	Indirect

Footnotes

F1: Includes 6.585 shares acquired by reporting person on January 18, 2005, 6.668 shares acquired by reporting person April 15, 2005, 7.03 shares acquired by reporting person on July 15, 2005 and 7.1 shares acquired by reporting person on October 17, 2005 under the Ecolab Dividend Reinvestment Plan.

F2: Number of UNITS in the Ecolab Stock Fund of the Ecolab Savings Plan (401(k) Plan) as of Ocotober 31, 2005. Includes 143.139 UNITS acquired since the reporting person's last report. (The 668.918 UNITS are the equivalent of approximtely 1,208.853 shares of the issuer's Common Stock.)

F3: 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 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 2005 Ecolab Inc. Stock Incentive Plan) will occur, then the option, if it has been outstanding for at least six months from the date of grant, will become immediately exercisable in full.