ECOLAB INC. — Director's Dealing 2012

Jun 8, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ECOLAB INC (ECL)
CIK: 0000031462
Period of Report: 2012-06-08

Reporting Person: Mason Phillip J (Ex.VP & President EMEA)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-06-08	Common Stock	M	29300	$45.24	Acquired	55159	Direct
2012-06-08	Common Stock	S	29300	$66.00	Disposed	25859	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-06-08	Employee Stock Option (Right to Buy)	$45.24	M	29300	Disposed	2016-12-06	Common Stock (29300)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	598.343	Indirect

Footnotes

F1: Number of UNITS in the Ecolab Stock Fund of the Ecolab Savings Plan (401(k) Plan) as of April 30, 2012. Includes 3.885 UNITS acquired since the reporting person's last report. (The 598.343 UNITS are the equivalent of approximtely 1,113 shares of the issuer's Common Stock.)

F2: 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.