ECOLAB INC. — Director's Dealing 2012

Jun 13, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ECOLAB INC (ECL)
CIK: 0000031462
Period of Report: 2012-06-11

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-06-11	Common Stock	M	15000	$27.39	Acquired	17786.765	Direct
2012-06-11	Common Stock	F	9947	$66.455	Disposed	7839.765	Direct
2012-06-11	Common Stock	G	5053	$0.00	Disposed	2786.765	Direct
2012-06-11	Common Stock	G	5053	$0.00	Acquired	32886	Indirect
2012-06-11	Common Stock	S	1941	$65.9144	Disposed	30945	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-06-11	Employee Stock Option (Right to Buy)	$27.39	M	15000	Disposed	2013-12-11	Common Stock (15000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1100.774	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: This transaction was executed in multiple trades at prices ranging from $65.9062 to $65.9250. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

F3: Number of UNITS in the Ecolab Stock Fund of the Ecolab Savings Plan (401(k) Plan) as of April 30, 2012. (The 1,100.774 UNITS are the equivalent of approximtely 2,047 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.