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: BAKER DOUGLAS M JR (Director, Chairman and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-06-07	Common Stock	G	10000	$0.00	Disposed	213623.895	Direct
2012-11-07	Common Stock	G	725	$0.00	Disposed	212898.895	Direct
2012-11-29	Common Stock	M	303000	$34.075	Acquired	515898.895	Direct
2012-11-29	Common Stock	F	212076	$71.54	Disposed	305079.519	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-11-29	Employee Stock Option (Right to Buy)	$34.075	M	303000	Disposed	2015-12-07	Common Stock (303000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	96400	Indirect
Common Stock	5216.822	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 630.185 shares acquired on July 19, 2012 and 626.439 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 30.12 UNITS acquired since the reporting person's last report. (The 5,216.822 UNITS are the equivalent of approximtely 9,695 SHARES of the issuer's Common Stock.)

F4: 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.