ECOLAB INC. — Director's Dealing 2006

Aug 3, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ECOLAB INC (ECL)
CIK: 0000031462
Period of Report: 2006-08-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-08-01	Common Stock	M	12000	$10.9453	Acquired	13655	Direct
2006-08-01	Common Stock	F	6885	$42.7250	Disposed	6770	Direct
2006-08-01	Common Stock	M	10000	$14.8594	Acquired	16770	Direct
2006-08-01	Common Stock	F	6261	$42.7250	Disposed	10509	Direct
2006-08-01	Common Stock	M	5000	$19.9219	Acquired	15509	Direct
2006-08-01	Common Stock	F	3470	$42.7250	Disposed	12039	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-08-01	Employee Stock Option (Right to Buy)	$10.9453	M	12000	Disposed	2007-08-15	Common Stock (12000)	Direct
2006-08-01	Employee Stock Option (Right to Buy)	$14.8594	M	10000	Disposed	2008-08-14	Common Stock (10000)	Direct
2006-08-01	Employee Stock Option (Right to Buy)	$19.9219	M	5000	Disposed	2009-08-13	Common Stock (5000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	11551.806	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 withholding shares of Ecolab Common Stock.

F2: Number of UNITS in the Ecolab Stock Fund of the Ecolab Savings Plan (401(k) Plan) as of June 30, 2006. Includes 191.719 UNITS acquired since the reporting person's last report. (The 11,551.806 UNITS are the equivalent of approximately 21,581 shares of the issuer's Common Stock.)

F3: Option granted under the Ecolab Inc. 1997 Stock Incentive Plan on August 15, 1997. The option was originally reported as covering 3,000 shares at an exercise price of $43.78125 per share, but has been adjusted to reflect stock splits on January 15, 1998 and June 6, 2003. The option became exercisable as to 25% of the total shares subject to the option (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 shares as of the fourth anniversary on the date of grant.

F4: Option granted under the Ecolab Inc. 1997 Stock Incentive Plan on August 14, 1998. The option was originally reported as covering 5,000 shares at an exercise price of $29.71875 per share, but has been adjusted to reflect a stock split on June 6, 2003. The option became exercisable as to 25% of the total shares subject to the option (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 shares as of the fourth anniversary on the date of grant.

F5: Option granted under the Ecolab Inc. 1997 Stock Incentive Plan on August 13, 1999. The option was originally reported as covering 7,500 shares at an exercise price of $39.84375 per share, but has been adjusted to reflect a stock split on June 6, 2003. The option became exercisable as to 25% of the total shares subject to the option (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 shares as of the fourth anniversary on the date of grant.