ECOLAB INC. — Director's Dealing 2009

Dec 4, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ECOLAB INC (ECL)
CIK: 0000031462
Period of Report: 2009-12-02

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-12-02	Employee Stock Option (Right to Buy)	$45.665	A	156400	Acquired	2019-12-02	Common Stock (156400)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	53190.132	Direct
Common Stock	96400	Indirect
Common Stock	5020.351	Indirect

Footnotes

F1: Includes 32.917 shares acquired on October 20, 2009 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, 2009. Includes 14.946 UNITS acquired since the reporting person's last report. (The 5,020.351 UNITS are the equivalent of approximtely 9,382 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.