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: BELL LAWRENCE T (General Counsel and Secretary)

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	59700	Acquired	2018-12-03	Common Stock (59700)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	105308	Direct
Common Stock	3123	Indirect
Common Stock	3231	Indirect
Common Stock	8643.583	Indirect

Footnotes

F1: Number of UNITS owned by the reporting person in the Ecolab Stock Fund of the Ecolab Savings Plan (401(k) Plan) as of October 31, 2008. Includes 212.413 UNITS acquired by the reporting person in the Ecolab Stock Fund of the Ecolab Savings Plan since the date of his last report. (The 8,643.583 UNITS are the equivalent of approximately 16,166 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.