ECOLAB INC. — Director's Dealing 2011

Dec 12, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ECOLAB INC (ECL)
CIK: 0000031462
Period of Report: 2011-12-08

Reporting Person: GATES WILLIAM H III (10% Owner, See footnotes (2) and (3))
Reporting Person: CASCADE INVESTMENT LLC (See footnote (2))

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-12-08	Common Stock	J	1331967.0000	—	Acquired	27001348.0000	Indirect

Footnotes

F1: Received in exchange for 2,022,100 shares of Nalco Holding Co. ("Nalco") held by the reporting person in connection with merger of Nalco and the Issuer at an exchange rate of $.7005 per share.

F2: For purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Act"), Mr. Gates, as the sole member of Cascade Investment, L.L.C. ("Cascade") and co-trustee of Bill & Melinda Gates Foundation Trust ("Trust"), may be deemed to beneficially own more than 10% of the common stock of the Issuer. Mr. Gates has no pecuniary interest in the shares held by the Trust. Neither the filing of this Form 4 nor any of its contents shall be deemed an admission that Mr. Gates and any other person or persons constitute a "group" under Section 13(d) and Mr. Gates expressly disclaims membership in a group.

F3: For purposes of Section 13(d) of the Act, Cascade may be deemed to be a member of a "group" that beneficially owns more than 10% of the common stock of the Issuer. Neither the filing of this Form 4 nor any of its contents shall be deemed an admission that Cascade and any other person or persons constitute a "group" under Section 13(d) or is otherwise subject to Section 16 of the Act and Cascade expressly disclaims membership in a group.