ECOLAB INC. — Director's Dealing 2005

Feb 23, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ECOLAB INC (ECL)
CIK: 0000031462
Period of Report: 2005-02-22

Reporting Person: SCHUMAN ALLAN L (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-02-22	Common Stock	M	13476	$19.92	Acquired	606335	Direct
2005-02-22	Common Stock	M	86524	$19.27	Acquired	692859	Direct
2005-02-22	Common Stock	S	13600	$31.75	Disposed	679259	Direct
2005-02-22	Common Stock	S	7300	$31.76	Disposed	671959	Direct
2005-02-22	Common Stock	S	6700	$31.77	Disposed	665259	Direct
2005-02-22	Common Stock	S	6800	$31.78	Disposed	658459	Direct
2005-02-22	Common Stock	S	2000	$31.79	Disposed	656459	Direct
2005-02-22	Common Stock	S	60300	$31.80	Disposed	596159	Direct
2005-02-22	Common Stock	S	2400	$31.82	Disposed	593759	Direct
2005-02-22	Common Stock	S	900	$31.83	Disposed	592859	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-02-22	Employee Stock Option (Right to Buy)	$19.92	M	13476	Disposed	2009-08-13	Common Stock (13476)	Direct
2005-02-22	Employee Stock Option (Right to Buy)	$19.27	M	86524	Disposed	2010-08-18	Common Stock (86524)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	14136.697	Indirect

Footnotes

F1: Number of UNITS owned by the reporting person in the Ecolab Stock Fund of the Ecolab Savings Plan (401(k) Plan) as of January 31, 2005. (The 14,136.697 UNITS are the equivalent of approximately 26,466.922 SHARES of the issuer's Common Stock.)

F2: Option granted under the Ecolab Inc. 1997 Stock Incentive Plan on August 13, 1999. The option was originally reported as covering 100,000 shares at an exercise price of $39.84375/share, but has been adjusted to reflect a stock split on June 6, 2003. The option became exercisable, on a cumulative basis, as to 25% of the option shares (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 option shares on the fourth anniversary of the date of grant.

F3: Option granted under the Ecolab Inc. 1997 Stock Incentive Plan on August 18, 2000. The option was originally reported as covering 330,000 shares at an exercise price of $38.53125/share, but has been adjusted to reflect a stock split on June 6, 2003. The option became 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.