ECOLAB INC. — Director's Dealing 2005

Feb 10, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ECOLAB INC (ECL)
CIK: 0000031462
Period of Report: 2005-02-09

Reporting Person: SCHMECHEL DANIEL J (Vice President & Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-02-09	Common Stock	M	8000	$5.797	Acquired	21879.559	Direct
2005-02-09	Common Stock	F	3700	$32.485	Disposed	18179.559	Direct
2005-02-09	Common Stock	M	4000	$6.703	Acquired	22179.559	Direct
2005-02-09	Common Stock	F	2137	$32.485	Disposed	20043.489	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-02-09	Employee Stock Option (Right to Buy)	$5.797	M	8000	Disposed	2005-05-12	Common Stock (8000)	Direct
2005-02-09	Employee Stock Option (Right to Buy)	$6.703	M	4000	Disposed	2005-08-18	Common Stock (4000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1955.973	Indirect

Footnotes

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

F2: Includes .93 shares acquired by reporting person on January 18, 2005 under the Ecolab Dividend Reinvestment Plan.

F3: Number of UNITS in the Ecolab Stock Fund of the Ecolab Savings Plan (401(k) Plan) as of December 31, 2004. The 1,955.973 UNITS are the equivalent of approximately 3,958.309 shares of the issuer's Common Stock.

F4: Option granted under the Ecolab Inc. 1993 Stock Incentive Plan on May 12, 1995. The option was originally reported as covering 4,000 shares at an exercise price of $11.59375/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-fourth 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.

F5: Option granted under the Ecolab Inc. 1993 Stock Incentive Plan on August 18, 1995. The option was originally reported as covering 2,000 shares at an exercise price of $13.40625/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-fourth 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.