ECOLAB INC. — Director's Dealing 2005

Sep 15, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ECOLAB INC (ECL)
CIK: 0000031462
Period of Report: 2005-09-14

Reporting Person: LEWIS DIANA D (SVP - Human Resources)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-09-14	Common Stock	M	52000	$19.265	Acquired	125483.704	Direct
2005-09-14	Common Stock	F	39721	$32.77	Disposed	85762.704	Direct
2005-09-14	Common Stock	M	32000	$18.96	Acquired	117762.704	Direct
2005-09-14	Common Stock	F	24272	$32.77	Disposed	93490.704	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-09-14	Employee Stock Option (Right to Buy)	$19.265	M	52000	Disposed	2010-08-18	Common Stock (52000)	Direct
2005-09-14	Employee Stock Option (Right to Buy)	$18.96	M	32000	Disposed	2011-12-06	Common Stock (32000)	Direct
2005-09-14	Employee Stock Option (Right to Buy)	$32.77	A	39721	Acquired	2010-08-18	Common Stock (39721)	Direct
2005-09-14	Employee Stock Option (Right to Buy)	$32.77	A	24272	Acquired	2011-12-06	Common Stock (24272)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	11508.504	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 11,508.504 UNITS in the Ecolab Stock Fund of the Ecolab Savings Plan (401(k) Plan) as of August 31, 2005, including 31.107 units acquired since the reporting person's last report. (The 11,508.504 units are the equivalent to approximately 21,703 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 26,000 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 26,000 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.