ECOLAB INC. — Director's Dealing 2012

Jun 5, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ECOLAB INC (ECL)
CIK: 0000031462
Period of Report: 2012-06-01

Reporting Person: GATES WILLIAM H III (10% Owner, See footnotes (2) and (3))
Reporting Person: CASCADE INVESTMENT LLC (See footnote (2))

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-06-01	Common Stock	P	383656.0000	$61.8359	Acquired	27385004.0000	Indirect

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $61.72 to $61.9550. The price set forth above reflects the weighted-average price per share. 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 transactions were effected.

F2: For purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Act"), Mr. Gates, as the sole member of Cascade Investment, L.L.C. ("Cascade") and co-trustee of Bill & Melinda Gates Foundation Trust ("Trust"), may be deemed to beneficially own more than 10% of the common stock of the Issuer. Mr. Gates has no pecuniary interest in the shares held by the Trust. Neither the filing of this Form 4 nor any of its contents shall be deemed an admission that Mr. Gates and any other person or persons constitute a "group" under Section 13(d) and Mr. Gates expressly disclaims membership in a group.

F3: For purposes of Section 13(d) of the Act, Cascade may be deemed to be a member of a "group" that beneficially owns more than 10% of the common stock of the Issuer. Neither the filing of this Form 4 nor any of its contents shall be deemed an admission that Cascade and any other person or persons constitute a "group" under Section 13(d) or is otherwise subject to Section 16 of the Act and Cascade expressly disclaims membership in a group.