ECOLAB INC. — Director's Dealing 2009

Sep 12, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ECOLAB INC (ECL)
CIK: 0000031462
Period of Report: 2009-09-11

Reporting Person: FRITZE STEVEN L (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-09-11	Common Stock	M	74343	$24.34	Acquired	115162	Direct
2009-09-11	Common Stock	F	55133	$44.33	Disposed	60029	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-09-11	Employee Stock Option (Right to Buy)	$24.34	M	74343	Disposed	2012-12-05	Common Stock (74343)	Direct
2009-09-11	Employee Stock Option (Right to Buy)	$44.33	A	55133	Acquired	2012-12-05	Common Stock (55133)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	12226.286	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 July 31, 2009. (The 12,226.286 UNITS are the equivalent of approximately 22,862 SHARES of the issuer's Common Stock.)

F3: 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 and the subsequent exercise of 2,000 shares on December 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.