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: BELL LAWRENCE T (SVP, GC and Secretary)

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	112189	Direct
Common Stock	8022.06	Indirect
Common Stock	1974	Indirect
Common Stock	2082	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 October 31, 2005. Includes 12.848 UNITS acquired by the reporting person in the Ecolab Stock Fund of the Ecolab Savings Plan since the date of his last report. (The 8,022.06 UNITS are the equivalent of approximately 14,497.276 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: 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.