ECOLAB INC. — Director's Dealing 2012

Dec 1, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ECOLAB INC (ECL)
CIK: 0000031462
Period of Report: 2012-11-29

Reporting Person: Mulhere Timothy P (EVP & Pres-Global Water)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-11-29	Common Stock	M	16600	$34.50	Acquired	21386	Direct
2012-11-29	Common Stock	S	14142	$71.6955	Disposed	7244	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-11-29	Employee Stock Option (Right to Buy)	$34.50	M	16600	Disposed	2014-12-09	Common Stock (16600)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1643.586	Indirect

Footnotes

F1: The indicated sale price of $71.6955 represents the weighted average sale price for the range of prices sold of $71.61 to $71.77 per share. The reporting person undertakes to provide to Ecolab Inc., any security holder of Ecolab Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

F2: Number of UNITS in the Ecolab Stock Fund of the Ecolab Savings Plan (401(k) Plan) as of October 31, 2012. Includes 9.488 UNITS acquired since the reporting person's last report. (The 1,643.586 UNITS are the equivalent of approximtely 3,054 shares of the issuer's Common Stock.)

F3: Option granted under the Ecolab Inc. 2002 Stock Incentive Plan on December 9, 2004. 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 option shares on the third anniversary of the date of grant.