ECOLAB INC. — Director's Dealing 2006

Feb 16, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ECOLAB INC (ECL)
CIK: 0000031462
Period of Report: 2006-02-14

Reporting Person: NEWLIN STEPHEN D (President - Industrial Sector)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-02-14	Common Stock	M	31900	$25.49	Acquired	32900	Direct
2006-02-14	Common Stock	S	2400	$34.99	Disposed	30500	Direct
2006-02-14	Common Stock	S	2500	$34.98	Disposed	28000	Direct
2006-02-14	Common Stock	S	2000	$34.97	Disposed	26000	Direct
2006-02-14	Common Stock	S	600	$34.54	Disposed	25400	Direct
2006-02-14	Common Stock	S	2700	$34.53	Disposed	22700	Direct
2006-02-14	Common Stock	S	2300	$34.52	Disposed	20400	Direct
2006-02-14	Common Stock	S	100	$34.51	Disposed	20300	Direct
2006-02-14	Common Stock	S	1800	$34.50	Disposed	18500	Direct
2006-02-14	Common Stock	S	400	$34.31	Disposed	18100	Direct
2006-02-14	Common Stock	S	700	$34.30	Disposed	17400	Direct
2006-02-14	Common Stock	S	2700	$34.28	Disposed	14700	Direct
2006-02-14	Common Stock	S	200	$34.27	Disposed	14500	Direct
2006-02-14	Common Stock	S	3500	$34.25	Disposed	11000	Direct
2006-02-14	Common Stock	S	7100	$33.95	Disposed	3900	Direct
2006-02-14	Common Stock	S	200	$33.94	Disposed	3700	Direct
2006-02-14	Common Stock	S	200	$33.92	Disposed	3500	Direct
2006-02-14	Common Stock	S	200	$33.91	Disposed	3300	Direct
2006-02-14	Common Stock	S	2300	$33.90	Disposed	1000	Direct
2006-02-15	Common Stock	M	20000	$25.49	Acquired	21000	Direct
2006-02-15	Common Stock	S	10000	$35.14	Disposed	11000	Direct
2006-02-15	Common Stock	S	2400	$35.08	Disposed	8600	Direct
2006-02-15	Common Stock	S	600	$35.07	Disposed	8000	Direct
2006-02-15	Common Stock	S	800	$35.06	Disposed	7200	Direct
2006-02-15	Commmon Stock	S	6200	$35.05	Disposed	1000	Direct
2006-02-16	Common Stock	M	10000	$25.49	Acquired	10100	Direct
2006-02-16	Common Stock	S	10000	$35.47	Disposed	1000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-02-14	Employee Stock Option (Right to Buy)	$25.49	M	31900	Disposed	2013-08-14	Common Stock (31900)	Direct
2006-02-15	Employee Stock Option (Right to Buy)	$25.49	M	20000	Disposed	2013-08-14	Common Stock (20000)	Direct
2006-02-16	Employee Stock Option (Right to Buy)	$25.49	M	10000	Disposed	2013-08-14	Common Stock (10000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	220.097	Indirect

Footnotes

F1: Number of UNITS in the Ecolab Stock Fund of the Ecolab Savings Plan (401(k) Plan) as of December 31, 2005. (The 220.097 UNITS were equivalent to approximtely 412 shares of the issuer's Common Stock as of such date.)

F2: Option granted under the Ecolab Inc. 2002 Stock Incentive Plan on August 14, 2003. 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 Ecolab Inc. 2002 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.