ECOLAB INC. — Director's Dealing 2009

Aug 1, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ECOLAB INC (ECL)
CIK: 0000031462
Period of Report: 2009-07-30

Reporting Person: BELL LAWRENCE T (General Counsel and Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-07-30	Common Stock	M	20000	$18.96	Acquired	124058	Direct
2009-07-30	Common Stock	F	13781	$41.450	Disposed	110277	Direct
2009-07-30	Common Stock	M	40000	$22.3675	Acquired	150277	Direct
2009-07-30	Common Stock	F	29448	$41.450	Disposed	120829	Direct
2009-07-30	Common Stock	M	77000	$41.450	Acquired	197829	Direct
2009-07-30	Common Stock	F	58787	$41.450	Disposed	139042	Direct
2009-07-30	Common Stock	S	19100	$41.500	Disposed	119942	Direct
2009-07-31	Common Stock	S	15884	$41.500	Disposed	104058	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-07-30	Common Stock	$18.96	M	20000	Disposed	2011-12-06	Common Stock (20000)	Direct
2009-07-30	Employee Stock Option (Right to Buy)	$41.450	A	13781	Acquired	2011-12-06	Common Stock (13781)	Direct
2009-07-30	Employee Stock Option (Right to Buy)	$22.3675	M	40000	Disposed	2012-02-22	Common Stock (40000)	Direct
2009-07-30	Employee Stock Option (Right to Buy)	$41.450	A	29448	Acquired	2012-02-22	Common Stock (29448)	Direct
2009-07-30	Common Stock	$24.34	M	77000	Disposed	2012-12-05	Common Stock (77000)	Direct
2009-07-30	Employee Stock Option (Right to Buy)	$41.450	A	58787	Acquired	2012-12-05	Common Stock (58787)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3856	Indirect
Common Stock	3748	Indirect
Common Stock	8709.481	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 or withholding shares of Ecolab Common Stock.

F2: The reporting person indirectly holds 8,709.481 UNITS in the Ecolab Stock Fund of the Ecolab Savings Plan (401(k) Plan) as of June 30, 2009. Includes 65.898 UNITS acquired since the reporting person's last report. (The 8,709.481 UNITS are equivalent to approximately 16,293 SHARES of Common Stock.)

F3: Option granted under the Ecolab Inc. 1997 Stock Incentive Plan on December 6, 2001. The option was originally reported as covering 40,000 shares at an exercise price of $37.92 but has been adjusted to reflect a stock split on June 6, 2003 and the subsequent exercise of 60,000 shares. The option became exercisable, cumulatively, 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 on the third anniversary of the date of grant.

F4: Option granted under the Ecolab Inc. 1997 Stock Incentive Plan on February 22, 2002. The option was originally reported as covering 20,000 shares at an exercise price of $44.4735 but has been adjusted to reflect a stock split on June 6, 2003. The option became exercisable, cumulatively, 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 on the third anniversary of the date of grant.

F5: Option granted under the Ecolab Inc. 2002 Stock Incentive Plan on December 5, 2002. The option was originally reported as covering 38,500 shares at an exercise price of $48.68 but has been adjusted to reflect a stock split on June 6, 2003. The option became exercisable, cumulatively, 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 on the third anniversary of the date of grant.