ECOLAB INC. — Director's Dealing 2012

Mar 3, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ECOLAB INC (ECL)
CIK: 0000031462
Period of Report: 2012-03-01

Reporting Person: MILLER JAMES A (ExVP & Pres. GlobalServ.&Spec.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-01	Common Stock	M	15000	$24.34	Acquired	17768.501	Direct
2012-03-01	Common Stock	F	9019	$60.04	Disposed	8749.501	Direct
2012-03-01	Common Stock	G	5981	$0.00	Disposed	2777.779	Direct
2012-03-01	Common Stock	G	5981	$0.00	Acquired	30757	Indirect
2012-03-01	Common Stock	S	3167	$60.1668	Disposed	27590	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-01	Employee Stock Option (Right to Buy)	$24.34	M	15000	Disposed	2012-12-05	Common Stock (15000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1097.259	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: Includes 9.278 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: Number of UNITS in the Ecolab Stock Fund of the Ecolab Savings Plan (401(k) Plan) as of January 31, 2012. Includes 3.632 UNITS acquired since the reporting person's last report. (The 1097.259 UNITS are the equivalent of approximtely 2,041 shares of the issuer's Common Stock.)

F4: 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.