ECOLAB INC. — Director's Dealing 2007

Dec 15, 2007

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ECOLAB INC (ECL)
CIK: 0000031462
Period of Report: 2007-12-13

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2007-12-13	Common Stock	M	2440	$19.2656	Acquired	25766	Direct
2007-12-13	Common Stock	F	1564	$51.52	Disposed	24202	Direct
2007-12-13	Common Stock	M	32000	$18.96	Acquired	56202	Direct
2007-12-13	Common Stock	F	20411	$51.52	Disposed	35791	Direct
2007-12-13	Common Stock	M	20000	$22.6525	Acquired	55791	Direct
2007-12-13	Common Stock	F	13578	$51.52	Disposed	42213	Direct
2007-12-13	Common Stock	M	2000	$24.34	Acquired	44213	Direct
2007-12-13	Common Stock	F	1394	$51.52	Disposed	42819	Direct
2007-12-14	Common Stock	G	2000	—	Disposed	40819	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2007-12-13	Employee Stock Option (Right to Buy)	$19.2656	M	2440	Disposed	2010-08-18	Common Stock (2440)	Direct
2007-12-13	Employee Stock Option (Right to Buy)	$51.52	A	1564	Acquired	2010-08-18	Common Stock (1564)	Direct
2007-12-13	Employee Stock Option (Right to Buy)	$18.96	M	32000	Disposed	2011-12-06	Common Stock (32000)	Direct
2007-12-13	Employee Stock Option (Right to Buy)	$51.52	A	20411	Acquired	2011-12-06	Common Stock (20411)	Direct
2007-12-13	Employee Stock Option (Right to Buy)	$22.6525	M	20000	Disposed	2012-05-10	Common Stock (20000)	Direct
2007-12-13	Employee Stock Option (Right to Buy)	$51.52	A	13578	Acquired	2012-05-10	Common Stock (13578)	Direct
2007-12-13	Employee Stock Option (Right to Buy)	$24.34	M	2000	Disposed	2012-12-05	Common Stock (2000)	Direct
2007-12-13	Employee Stock Option (Right to Buy)	$51.52	A	1394	Acquired	2012-12-05	Common Stock (1394)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	11837.325	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 and 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 October 31, 2007. (The 11,837.325 UNITS are the equivalent of approximately 22,099 SHARES of the issuer's Common Stock.)

F3: Option granted under the Ecolab Inc. 1997 Stock Incentive Plan on August 18, 2000. The option was originally reported as covering 16,500 shares at an exercise price of $38.53125 per share, but has been adjusted to reflect a stock split on June 6, 2003, and the subsequent exercise of 30,560 shares on June 13, 2007. The option became exercisable 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 as of the third anniversary on the date of grant.

F4: Option granted under the Ecolab Inc. 1997 Stock Incentive Plan on December 6, 2001. The option was originally reported as covering 16,000 shares at an exercise price of $37.92 per share, but has been adjusted to reflect a stock split on June 6, 2003. The option became exercisable 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 as of the third anniversary on the date of grant.

F5: Option granted under the Ecolab Inc. 1997 Stock Incentive Plan on May 10, 2002. The option was originally reported as covering 40,000 shares at an exercise price of $45.305 per share, but has been adjusted to reflect a stock split on June 6, 2003. The option became exercisable 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 as of the third anniversary on the date of grant.

F6: Option granted under the Ecolab Inc. 2002 Stock Incentive Plan on December 5, 2002. The option was originally reported as covering 60,000 shares at an exercise price of $48.68 per share, but has been adjusted to reflect a stock split on June 6, 2003. The option became exercisable 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 as of the third anniversary on the date of grant.