ECOLAB INC. — Director's Dealing 2006

Apr 6, 2006

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: ECOLAB INC (ECL)
CIK: 0000031462
Period of Report: 2006-03-29

Reporting Person: Snedeker C William (EVP-GLOBAL SERVICES SECTOR)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1104.19	Direct
Common Stock	2508.642	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock Units	$		Common Stock (4157.50)		Direct
Employee Stock Option (Right to Buy)	$19.922	2009-08-13	Common Stock (17000)		Direct
Employee Stock Option (Right to Buy)	$24.34	2012-12-05	Common Stock (40000)		Direct
Employee Stock Option (Right to Buy)	$27.39	2013-12-11	Common Stock (40000)		Direct
Employee Stock Option (Right to Buy)	$34.50	2014-12-09	Common Stock (35200)		Direct
Employee Stock Option (Right to Buy)	$34.075	2015-12-07	Common Stock (32800)		Direct

Footnotes

F1: Number of UNITS in the Ecolab Stock Fund of the Ecolab Savings Plan (401(k) Plan). (The 2,508.642 UNITS are the equivalent of approximately 4,688 shares of the issuer's Common Stock.)

F2: The phantom stock units represent employer-matching contributions and dividends thereon accrued under the Ecolab Mirror Savings Plan and are to be settled in cash, on a 1-for-1 basis, upon termination of the reporting person's employment.

F3: Option granted under the Ecolab Inc. 1997 Stock Incentive Plan. The option became exercisable, on a cumulative basis, 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 on the fourth anniversary of the date of grant. The date listed in the "Date Exercisable" column is the one year anniversary of the date of grant (i.e., the date when the first 25% of the shares became exercisable).

F4: Options granted under the Ecolab Inc. 2002 Stock Incentive Plan. Each option became exercisable, on a cumulative basis, as to 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; provided, however, that if a Change in Control (as that term is defined in the 2002 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. The date listed in the "Date Exercisable" column is the one year anniversary of the date of grant (i.e., the date when the first one-third of the shares became exercisable).

F5: Option granted under the Ecolab Inc. 2005 Stock Incentive Plan. The option becomes exercisable, on a cumulative basis, as to 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 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. The date listed in the "Date Exercisable" column is the one year anniversary of the date of grant (i.e., the date when the first one-third of the shares became exercisable).