ECOLAB INC. — Director's Dealing 2012

Mar 8, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ECOLAB INC (ECL)
CIK: 0000031462
Period of Report: 2012-03-05

Reporting Person: LUMPKINS ROBERT L (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-05	Common Stock	M	6800	$22.6525	Acquired	13478	Direct
2012-03-05	Common Stock	F	2594	$59.365	Disposed	10884	Direct
2012-03-05	Common Stock	M	6306	$22.6525	Acquired	17190	Direct
2012-03-05	Common Stock	F	2406	$59.365	Disposed	14784	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-05	Stock Option (Right to Buy)	$22.6525	M	6800	Disposed	2012-05-10	Common Stock (6800)	Direct
2012-03-05	Stock Option (Right to Buy)	$22.6525	M	6306	Disposed	2012-05-10	Common Stock (6306)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	6700	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: Option granted under the Ecolab Inc. 2001 Non-Employee Director Stock Option Plan. The option was originally reported as a grant of 3,400 shares at a price of $45.305 per share, and was adjusted following the company's two-for-one stock split paid June 6, 2003.

F3: Option granted under the Ecolab Inc. 2001 Non-Employee Director Stock Option Plan. The option was originally reported as a grant of 3,153 shares at a price of $45.305 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 $35,707.13 of non-employee director compensation earned by the reporting person over the period from November 1, 2001 to May 10, 2002.