ECOLAB INC. — Director's Dealing 2012

Dec 5, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ECOLAB INC (ECL)
CIK: 0000031462
Period of Report: 2012-12-03

Reporting Person: SCHMECHEL DANIEL J (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-03	Common Stock	M	26000	$27.39	Acquired	91321.561	Direct
2012-12-03	Common Stock	F	15652	$71.755	Disposed	75671.886	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-03	Employee Stock Option (Right to Buy)	$27.39	M	26000	Disposed	2013-12-11	Common Stock (26000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2680.795	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: Includes 1.166 shares acquired by reporting person on July 19, 2012 and 1.159 shares acquired on October 18, 2012 by dividend reinvestment under the Dividend Reinvestment Plan for shareholders of Ecolab sponsored by Computershare Trust Company, N.A.

F3: Number of UNITS in the Ecolab Stock Fund of the Ecolab Savings Plan (401(k) Plan) as of October 31, 2012. Includes 15.478 UNITS acquired since the reporting person's last report. (The 2,680.795 UNITS are the equivalent of approximtely 4,982 shares of the issuer's Common Stock.)

F4: 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.