ECOLAB INC. — Director's Dealing 2011

Dec 13, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ECOLAB INC (ECL)
CIK: 0000031462
Period of Report: 2011-12-09

Reporting Person: MILLER JAMES A (ExVP & Pres. GlobalServ.&Spec.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-12-09	Common Stock	M	45000	$24.34	Acquired	47768.501	Direct
2011-12-09	Common Stock	F	29459	$55.69	Disposed	18309.501	Direct
2011-12-09	Common Stock	G	15541	$0.00	Disposed	2768.501	Direct
2011-12-09	Common Stock	G	15541	$0.00	Acquired	33776	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-12-09	Employee Stock Option (Right to Buy)	$24.34	M	45000	Disposed	2012-12-05	Common Stock (45000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1093.627	Indirect

Footnotes

F1: Reflects the reporting person's payment of the exercise price and witholding taxes for a stock option issued in accordance with Rule 16b-3 by delivering or 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, 2011. (The 1093.627 UNITS are the equivalent of approximtely 2,036 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 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.