ECOLAB INC. — Director's Dealing 2005

Sep 16, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ECOLAB INC (ECL)
CIK: 0000031462
Period of Report: 2005-09-15

Reporting Person: BELL LAWRENCE T (SVP, GC and Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-09-15	Common Stock	M	68000	$19.265	Acquired	147566	Direct
2005-09-15	Common Stock	F	49809	$32.675	Disposed	97757	Direct
2005-09-15	Common Stock	M	60000	$18.96	Acquired	157757	Direct
2005-09-15	Common Stock	F	45568	$32.675	Disposed	112189	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-09-15	Employee Stock Option (Right to Buy)	$19.265	M	68000	Disposed	2010-08-18	Common Stock (68000)	Direct
2005-09-15	Employee Stock Option (Right to Buy)	$18.96	M	60000	Disposed	2011-12-06	Common Stock (60000)	Direct
2005-09-15	Employee Stock Option (Right to Buy)	$32.675	A	49809	Acquired	2010-08-18	Common Stock (49809)	Direct
2005-09-15	Employee Stock Option (Right to Buy)	$32.675	A	45568	Acquired	2011-12-06	Common Stock (45568)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	8009.212	Indirect
Common Stock	1974	Indirect
Common Stock	2082	Indirect

Footnotes

F1: Reflects the reporting person's payment of the exercise price and withholding taxes for a stock option issued in accordance with Rule 16b-3 by delivering or withholding shares of Ecolab Common Stock.

F2: The reporting person indirectly holds 8,009.212 UNITS in the Ecolab Stock Fund of the Ecolab Savings Plan (401(k) Plan) as of August 31, 2005, including 208.433 units acquired since the reporting person's last report. (The 8,009.212 units are the equivalent to approximately 15,148 shares of the issuer's Common Stock.)

F3: Option granted under the Ecolab Inc. 1997 Stock Incentive Plan on August 18, 2000. The option was originally reported as covering 34,000 shares at an exercise price of $38.53125 but has been adjusted to reflect a stock split on June 6, 2003. The option became exercisable, cumulatively, as to one-third of the total shares subject to the option 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.

F4: Option granted under the Ecolab Inc. 1997 Stock Incentive Plan on December 6, 2001. The option was originally reported as covering 40,000 shares at an exercise price of $37.92 but has been adjusted to reflect a stock split on June 6, 2003. The option became exercisable, cumulatively, as to one-third of the total shares subject to the option 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.

F5: A daughter of the reporting person holds 1,974 shares, of which, the reporting person is an Indirect Beneficial Owner.

F6: A daughter of the reporting person holds 2,082 shares, of which, the reporting person is an Indirect Beneficial Owner.