ECOLAB INC. — Director's Dealing 2005

Feb 4, 2005

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: ECOLAB INC (ECL)
CIK: 0000031462
Period of Report: 2004-12-31

Reporting Person: Goetz William W (Vice President-Corp. Marketing)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	178	Direct
Common Stock	205.048	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right to Buy)	$27.305	2013-10-17	Common Stock (40000)	40000	Direct
Employee Stock Option (Right to Buy)	$27.39	2013-12-11	Common Stock (45000)	45000	Direct
Employee Stock Option (Right to Buy)	$34.50	2014-12-09	Common Stock (32500)	32500	Direct

Footnotes

F1: Report is being filed to note the reporting person's termination of insider status and the reported holdings reflect the reporting person's beneficial ownership as of the date reporting person status ceased.

F2: Number of UNITS in the Ecolab Stock Fund of the Ecolab Savings Plan (401(k) Plan) as of December 31, 2004. (The 205.048 UNITS are the equivalent of approximately 383 SHARES of the issuer's Common Stock.)

F3: The option will be 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; provided, however, that if a Change in Control (as that term is defined in the Ecolab Inc. 2002 Stock Incentive Plan) of the Company occurs, then the option, if it has been outstanding for at least six months from the date of grant, will become immediately exercisable in full.