ECOLAB INC. — Director's Dealing 2005

Jul 29, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ECOLAB INC (ECL)
CIK: 0000031462
Period of Report: 2005-07-28

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-07-28	Common Stock	M	30800	$6.703	Acquired	88007.704	Direct
2005-07-28	Common Stock	F	14524	$33.93	Disposed	73483.704	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-07-28	Employee Stock Option (Right to Buy)	$6.703	M	30800	Disposed	2005-08-18	Common Stock (30800)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	11477.397	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: Additionally, reporting person indirectly holds 11,477.397 UNITS in the Ecolab Stock Fund of the Ecolab Savings Plan (401(k) Plan) as of June 30, 2005, including 203.754 units acquired since the reporting person's last report. (The 11,477.397 units are the equivalent to approximately 20,705 shares of the issuer's Common Stock.)

F3: Option granted under the Ecolab Inc. 1993 Stock Incentive Plan on August 18, 1995. The option was originally reported as covering 15,400 shares at an exercise price of $13.40625 but has been adjusted to reflect a stock split on June 6, 2003. The option became exercisable, cumulatively, as to 25% of the total shares subject to the option 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.