ECOLAB INC. — Director's Dealing 2012

Mar 16, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ECOLAB INC (ECL)
CIK: 0000031462
Period of Report: 2012-03-15

Reporting Person: JOHNSON JOEL W (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-15	Common Stock	M	3910	$24.8325	Acquired	101130.96	Direct
2012-03-15	Common Stock	F	1627	$59.67	Disposed	99503.96	Direct
2012-03-15	Common Stock	M	5269	$27.07	Acquired	104772.96	Direct
2012-01-13	Common Stock	F	2390	$59.67	Disposed	102382.96	Direct
2012-03-15	Common Stock	M	5634	$29.29	Acquired	108016.96	Direct
2012-03-15	Common Stock	F	2765	$59.67	Disposed	105433.47	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-15	Stock Option (Right to Buy)	$24.8325	M	3910	Disposed	2013-05-09	Common Stock (3910)	Direct
2012-03-15	Stock Option (Right to Buy)	$59.67	A	1627	Acquired	2013-05-09	Common Stock (1627)	Direct
2012-03-15	Stock Option (Right to Buy)	$27.07	M	5269	Disposed	2013-11-01	Common Stock (5269)	Direct
2012-03-15	Stock Option (Right to Buy)	$59.67	A	2390	Acquired	2013-11-01	Common Stock (2390)	Direct
2012-03-15	Stock Option (Right to Buy)	$29.29	M	5634	Disposed	2014-05-07	Common Stock (5634)	Direct
2012-03-15	Common Stock (Right to Buy)	$59.67	A	2765	Acquired	2014-05-07	Common Stock (2765)	Direct

Footnotes

F1: Reflects the reporting person's payment of the exercise price and withholding taxes for a stock option issued in accordance with Rule 16b-3 by withholding shares of Ecolab Common Stock.

F2: Includes 181.51 shares acquired January 20, 2012 by dividend reinvestment under the Dividend Reinvestment Plan for shareholders of Ecolab sponsored by Computershare Trust Company, N.A.

F3: Option granted under the Ecolab Inc. 2001 Non-Employee Director Stock Option Plan. The option was originally reported as a grant of 1,955 shares at a price of $49.665 per share, and was adjusted following the company's two-for-one stock split paid June 6, 2003.

F4: The option was granted in lieu of $24,273.05 of non-employee director compensation earned by the reporting person over the period from November 1, 2002 to May 9, 2003.

F5: The option was granted in lieu of $35,654.32 of non-employee director compensation earned by the reporting person over the period from May 10, 2003 to November 1, 2003.

F6: The option was granted in lieu of $41,248.79 of non-employee director compensation earned by the reporting person over the period from November 2, 2003 to May 7, 2004.