ECOLAB INC. — Director's Dealing 2005

Oct 7, 2005

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: ECOLAB INC (ECL)
CIK: 0000031462
Period of Report: 2005-10-03

Reporting Person: Gifford Robert K (SVP - Global Supply Chain)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	408.677	Direct
Common Stock	138.826	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right to Buy)	$33.47	2014-10-28	Common Stock (40000)		Direct

Footnotes

F1: Number of UNITS in the Ecolab Stock Fund of the Ecolab Savings Plan (401(k) Plan) as of September 30, 2005. (The 138.826 UNITS are the equivalent of approximately 260 shares of the issuer's Common Stock.)

F2: Option granted under the Ecolab Inc. 2002 Stock Incentive Plan on October 28, 2004. 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 option shares on the third anniversary of the date of grant; provided, however, that if a Change of Control (as that term is defined in the 2002 Plan) of the Company occurs, then the option, if it has been outstanding for at least six months from the date of grant, will become immediately exercisable in full.