ECOLAB INC. — Director's Dealing 2012

Aug 21, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ECOLAB INC (ECL)
CIK: 0000031462
Period of Report: 2012-08-17

Reporting Person: MILLER JAMES A (ExVP & Pres. GlobalServ.&Spec.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-08-17	Common Stock	M	50000	$27.39	Acquired	52786.765	Direct
2012-08-17	Common Stock	F	33113	$66.71	Disposed	19673.765	Direct
2012-08-17	Common Stock	G	16887	$0.00	Disposed	2795.019	Direct
2012-08-17	Common Stock	G	16887	$0.00	Acquired	47832	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-08-17	Employee Stock Option (Right to Buy)	$27.39	M	50000	Disposed	2013-12-11	Common Stock (50000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1103.974	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 8.254 shares acquired July 19, 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 July 31, 2012. Includes 3.2 units acquired since the reporting person's last report.(The 1,103.974 UNITS are the equivalent of approximtely 2,052 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.