ECOLAB INC. — Director's Dealing 2010

Dec 16, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ECOLAB INC (ECL)
CIK: 0000031462
Period of Report: 2010-12-14

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-12-14	Common Stock	M	220000	$27.39	Acquired	278931.797	Direct
2010-12-14	Common Stock	F	163940	$49.325	Disposed	114991.797	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-12-14	Employee Stock Option (Right to Buy)	$27.39	M	220000	Disposed	2013-12-11	Common Stock (220000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	96400	Indirect
Common Stock	5084.949	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 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 November 30, 2010. Includes 30.865 UNITS acquired since the reporting person's last report. (The 5,084.949 UNITS are the equivalent of approximtely 9,491 SHARES of the issuer's Common Stock.)

F3: Option granted under the Ecolab Inc. 2002 Stock Incentive Plan. The option became exercisable, on a cumulative basis, as to one-third of the option shares (excluding any fraction 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.