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: 2012-06-06

Reporting Person: HANDLEY THOMAS W (Sr.EVP&Pres. F&B and APLA)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-06-06	Common Stock	M	70000	$25.49	Acquired	70000	Direct
2012-06-06	Common Stock	F	45088	$63.905	Disposed	24912	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-06-06	Stock Option (Right to Buy)	$25.49	M	70000	Disposed	2013-08-14	Common Stock (70000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	527.46	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: Number of UNITS in the Ecolab Stock Fund of the Ecolab Savings Plan (401(k) Plan) as of April 30, 2012. Includes 3.43 UNITS acquired since the reporting person's last report. (The 527.46 UNITS are the equivalent of approximtely 981 shares of the issuer's Common Stock.)

F3: 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.