ECOLAB INC. — Director's Dealing 2012

Dec 27, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ECOLAB INC (ECL)
CIK: 0000031462
Period of Report: 2012-12-26

Reporting Person: HANDLEY THOMAS W (President and COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-26	Common Stock	M	45400	$34.075	Acquired	86363	Direct
2012-12-26	Common Stock	F	31680	$72.095	Disposed	54683	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-26	Employee Stock Option (Right to Buy)	$34.075	M	45400	Disposed	2015-12-07	Common Stock (45400)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	530.523	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, 2012. (The 530.523 UNITS are the equivalent of approximtely 986 shares of the issuer's Common Stock.)

F3: Option granted under the Ecolab Inc. 2005 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.