ECOLAB INC. — Director's Dealing 2006

Oct 25, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ECOLAB INC (ECL)
CIK: 0000031462
Period of Report: 2006-10-24

Reporting Person: BAKER DOUGLAS M JR (Director, Chairman, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-08-24	Common Stock	G	2500	—	Disposed	36141.036	Direct
2006-10-24	Common Stock	M	8150	$19.266	Acquired	44291.036	Direct
2006-10-24	Common Stock	F	5487	$44.81	Disposed	38804.036	Direct
2006-10-24	Common Stock	M	40000	$20.798	Acquired	78804.036	Direct
2006-10-24	Common Stock	F	27717	$44.81	Disposed	51087.036	Direct
2006-10-24	Common Stock	M	32000	$18.96	Acquired	83087.036	Direct
2006-10-24	Common Stock	F	21421	$44.81	Disposed	62016.267	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-10-24	Common Stock	$19.266	M	8150	Disposed	2010-08-18	Common Stock (8150)	Direct
2006-10-24	Employee Stock Option (Right to Buy)	$44.81	A	5487	Acquired	2010-08-18	Common Stock (5487)	Direct
2006-10-24	Common Stock	$20.798	M	40000	Disposed	2010-12-07	Common Stock (40000)	Direct
2006-10-24	Employee Stock Option (Right to Buy)	$44.81	A	27717	Acquired	2010-12-07	Common Stock (27717)	Direct
2006-10-24	Common Stock	$18.96	M	32000	Disposed	2011-12-06	Common Stock (32000)	Direct
2006-10-24	Employee Stock Option (Right to Buy)	$44.81	A	21421	Acquired	2011-12-06	Common Stock (21421)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4615.671	Indirect

Footnotes

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

F2: Includes 97.003 shares acquired by reporting person on January 20, 2006, 90.456 shares acquired by reporting person on April 20, 2006, 85.247 shares acquired by reporting person on July 20, 2006, and 77.525 acquired by reporting person on October 19, 2006 under the Ecolab Dividend Reinvestment Plan.

F3: The reporting person indirectly holds 4,615.671 UNITS in the Ecolab Stock Fund of the Ecolab Savings Plan (401(k) Plan) as of September 30, 2006. (The 4,615.671 UNITS are equivalent to approximately 8,619 SHARES of Common Stock.)

F4: Option granted under the Ecolab Inc. 1997 Stock Incentive Plan on August 18, 2000. The option was originally reported as covering 20,000 shares at an exercise price of $38.53125 but has been adjusted to reflect a stock split on June 6, 2003. The option became exercisable, cumulatively, as to one-third of the total shares subject to the option 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.

F5: Option granted under the Ecolab Inc. 1997 Stock Incentive Plan on December 7, 2000. The option was originally reported as covering 20,000 shares at an exercise price of $41.595 but has been adjusted to reflect a stock split on June 6, 2003. The option became exercisable, cumulatively, as to one-third of the total shares subject to the option 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.

F6: Option granted under the Ecolab Inc. 1997 Stock Incentive Plan on December 6, 2001. The option was originally reported as covering 55,000 shares at an exercise price of $37.92 but has been adjusted to reflect a stock split on June 6, 2003. The option became exercisable, cumulatively, as to one-third of the total shares subject to the option 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.