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: FRITZE STEVEN L (Executive Vice President & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-12-09	Common Stock	M	15840	$7.594	Acquired	17495	Direct
2005-12-09	Common Stock	S	15840	$34.40	Acquired	1655	Direct

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	83200	Acquired	2015-12-07	Common Stock (83200)	Direct
2005-12-09	Employee Stock Option (right to buy)	$7.594	M	15840	Disposed	2006-08-16	Common Stock (15840)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	11360.087	Indirect

Footnotes

F1: Number of UNITS in the Ecolab Stock Fund of the Ecolab Savings Plan (401(k) Plan) as of October 31, 2005. Includes 256.433 UNITS acquired since the reporting person's last report. (The 11,360.087 UNITS are the equivalent of approximately 20,529.679 SHARES of the issuer's Common Stock.)

F2: 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.

F3: Option granted under the Ecolab Inc. 1993 Stock Incentive Plan on August 16, 1996. The option was originally reported as covering 3,960 shares at an exercise price of $30.375 per share, but has been adjusted to reflect stock splits on January 15, 1998 and 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.