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ECOLAB INC. Director's Dealing 2009

Aug 1, 2009

29912_dirs_2009-07-31_070efbb4-b415-4e51-ade0-c08704ede1e1.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

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

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

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2009-07-30 Common Stock M 12000 $19.9219 Acquired 137618.489 Direct
2009-07-30 Common Stock F 8428 $41.450 Disposed 129747.215 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2009-07-30 Employee Stock Option (Right to Buy) $19.9219 D 12000 Disposed 2009-08-13 Common Stock (12000) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 4987.187 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: Includes 502.724 shares acquired by reporting person on January 21, 2009, 27.180 shares acquired on April 20, 2009, and 26.822 shares acquired on July 20, 2009 by dividend reinvestment under the Dividend Reinvestment Plan for shareholders of Ecolab sponsored by Computershare Trust Company, Inc.

F3: Number of UNITS in the Ecolab Stock Fund of the Ecolab Savings Plan (401(k) Plan) as of June 30, 2009. Includes 37.695 UNITS acquired since the reporting person's last report. (The 4,987.187 UNITS are the equivalent of approximtely 9,329 SHARES of the issuer's Common Stock.)

F4: Option granted under the Ecolab Inc. 1997 Stock Incentive Plan on August 13, 1999. The option was originally reported as covering 6,000 shares at an exercise price of $39.84375 but has been adjusted to reflect a stock split on June 6, 2003. The option became exercisable, cumulatively, as to 25% of the total shares subject to the option (excluding any fractional portion less than one share) on each of the first, second and third anniversaries of the date of grant and as to the remaing shares on the fourth anniversary of the date of grant.