ECOLAB INC. — Director's Dealing 2006

Dec 9, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ECOLAB INC (ECL)
CIK: 0000031462
Period of Report: 2006-12-06

Reporting Person: FRITZE STEVEN L (Executive Vice President & CFO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-12-06	Employee Stock Option (Right to Buy)	$45.24	A	73300	Acquired	2016-12-06	Common Stock (73300)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	13617	Direct
Common Stock	11580.12	Indirect

Footnotes

F1: Number of UNITS in the Ecolab Stock Fund of the Ecolab Savings Plan (401(k) Plan) as of September 30, 2006. (The 11,580.12 UNITS are the equivalent of approximately 21,624 SHARES of the issuer's Common Stock.)

F2: 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 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 2005 Ecolab Inc. Stock Incentive Plan) will occur, then the option, if it has been outstanding for at least six months from the date of grant, will become immediately exercisable in full.