ECOLAB INC. — Director's Dealing 2005

Feb 19, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ECOLAB INC (ECL)
CIK: 0000031462
Period of Report: 2005-02-17

Reporting Person: SCHUMAN ALLAN L (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-02-17	Common Stock	M	153624	$19.92	Acquired	746483	Direct
2005-02-17	Common Stock	S	116800	$31.75	Disposed	629683	Direct
2005-02-17	Common Stock	S	7800	$31.76	Disposed	621883	Direct
2005-02-17	Common Stock	S	1500	$31.77	Disposed	620383	Direct
2005-02-17	Common Stock	S	4700	$31.78	Disposed	615683	Direct
2005-02-17	Common Stock	S	700	$31.79	Disposed	614983	Direct
2005-02-17	Common Stock	S	6300	$31.80	Disposed	608683	Direct
2005-02-17	Common Stock	S	200	$31.81	Disposed	608483	Direct
2005-02-17	Common Stock	S	400	$31.82	Disposed	608083	Direct
2005-02-17	Common Stock	S	1000	$31.83	Disposed	607083	Direct
2005-02-17	Common Stock	S	1700	$31.84	Disposed	605383	Direct
2005-02-17	Common Stock	S	5300	$32.00	Disposed	600083	Direct
2005-02-17	Common Stock	S	5600	$32.01	Disposed	594483	Direct
2005-02-17	Common Stock	S	200	$32.02	Disposed	594283	Direct
2005-02-17	Common Stock	S	100	$32.06	Disposed	594183	Direct
2005-02-17	Common Stock	S	1000	$32.07	Disposed	593183	Direct
2005-02-17	Common Stock	S	324	$32.13	Disposed	592859	Direct
2005-02-18	Common Stock	M	131476	$19.92	Acquired	724335	Direct
2005-02-18	Common Stock	M	186524	$19.92	Acquired	910859	Direct
2005-02-18	Common Stock	S	248800	$31.75	Disposed	662059	Direct
2005-02-18	Common Stock	S	5100	$31.76	Disposed	656959	Direct
2005-02-18	Common Stock	S	2500	$31.77	Disposed	654459	Direct
2005-02-18	Common Stock	S	8600	$31.78	Disposed	645859	Direct
2005-02-18	Common Stock	S	15600	$31.79	Disposed	630259	Direct
2005-02-18	Common Stock	S	35900	$31.80	Disposed	594359	Direct
2005-02-18	Common Stock	S	1500	$31.81	Disposed	592859	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-02-17	Employee Stock Option (Right to Buy)	$19.92	M	153624	Disposed	2009-08-13	Common Stock (153624)	Direct
2005-02-18	Employee Stock Option (Right to Buy)	$19.92	M	131476	Disposed	2009-08-13	Common Stock (131476)	Direct
2005-02-18	Employee Stock Option (Right to Buy)	$19.92	M	186524	Disposed	2009-08-13	Common Stock (186524)	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 150,000 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 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.