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: BAKER DOUGLAS M JR (Director, Chairman, President & CEO)

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	421000	Acquired	2018-12-03	Common Stock (421000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	125618.49	Direct
Common Stock	4949.492	Indirect

Footnotes

F1: Includes 327.647 shares acquired by reporting person on January 18, 2008, 360.302 shares acquired on April 18, 2008, 376.233 shares acquired on July 18, 2008 and 409.226 shares acquired on October 20, 2008 by dividend reinvestment under the Dividend Reinvestment Plan for shareholders of Ecolab sponsored by Computershare Trust Company, Inc.

F2: Number of UNITS in the Ecolab Stock Fund of the Ecolab Savings Plan (401(k) Plan) as of October 31, 2008. Includes 164.482 UNITS acquired since the reporting person's last report. (The 4,949.492 UNITS are the equivalent of approximtely 9,257 SHARES of the issuer's Common Stock.)

F3: 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.