ECOLAB INC. — Director's Dealing 2008

Dec 6, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ECOLAB INC (ECL)
CIK: 0000031462
Period of Report: 2008-12-03

Reporting Person: Mason Phillip J (Pres. International Sector)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-12-03	Employee Stock Option (Right to Buy)	$35.63	A	55100	Acquired	2018-12-03	Common Stock (55100)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4008	Direct
Common Stock	570.974	Indirect

Footnotes

F1: Number of UNITS in the Ecolab Stock Fund of the Ecolab Savings Plan (401(k) Plan) as of October 31, 2008. Includes 117.576 UNITS acquired since the reporting person's last report. (The 570.974 UNITS are the equivalent of approximtely 1,067 shares of the issuer's Common Stock.)

F2: 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 2005 Ecolab Inc. 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.