ECOLAB INC. — Director's Dealing 2012

Jan 30, 2012

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: ECOLAB INC (ECL)
CIK: 0000031462
Period of Report: 2012-01-20

Reporting Person: Mulhere Timothy P (EVP & Pres. Gobal Healthcare)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1508	Direct
Common Stock	1599.490	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock Units	$		Common Stock (347.686)		Direct
Employee Stock Option (Right to Buy)	$27.39	2013-12-11	Common Stock (20000)		Direct
Employee Stock Option (Right to Buy)	$34.50	2014-12-09	Common Stock (16600)		Direct
Employee Stock Option (Right to Buy)	$34.075	2015-12-07	Common Stock (17200)		Direct
Employee Stock Option (Right to Buy)	$45.24	2016-12-06	Common Stock (12500)		Direct
Employee Stock Option (Right to Buy)	$49.42	2017-12-05	Common Stock (13600)		Direct
Employee Stock Option (Right to Buy)	$35.63	2018-12-03	Common Stock (21100)		Direct
Employee Stock Option (Right to Buy)	$45.665	2019-12-02	Common Stock (9800)		Direct
Employee Stock Option (Right to Buy)	$48.055	2020-12-01	Common Stock (11600)		Direct
Employee Stock Option (Right to Buy)	$55.595	2021-12-01	Common Stock (12500)		Direct

Footnotes

F1: Number of UNITS in the Ecolab Stock Fund of the Ecolab Savings Plan (401(k) Plan) as of December 31, 2011. (The 1599.490 UNITS are the equivalent of approximately 2,976 shares of the issuer's Common Stock.)

F2: The phantom stock units represent employer-matching contributions and dividends thereon accrued under the Ecolab Mirror Savings Plan and are to be settled in cash, on a 1-for-1 basis, upon termination of the reporting person's employment. (The 347.686 UNITS are the equivalent of approximately 647 shares of the issuer's Common Stock.)

F3: Option granted under the Ecolab Inc. 2002 Stock Incentive Plan on December 11, 2003. 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 option shares on the third anniversary of the date of grant.

F4: Option granted under the Ecolab Inc. 2002 Stock Incentive Plan on December 9, 2004. 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 option shares on the third anniversary of the date of grant.

F5: Option granted under the Ecolab Inc. 2002 Stock Incentive Plan on December 7, 2005. 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 option shares on the third anniversary of the date of grant.

F6: Option granted under the Ecolab Inc. 2005 Stock Incentive Plan on December 6, 2006. 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 option shares on the third anniversary of the date of grant.

F7: Option granted under the Ecolab Inc. 2005 Stock Incentive Plan on December 5, 2007. 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 option shares on the third anniversary of the date of grant.

F8: Option granted under the Ecolab Inc. 2005 Stock Incentive Plan on December 3, 2008. 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 option shares on the third anniversary of the date of grant.

F9: Option granted under the Ecolab Inc. 2005 Stock Incentive Plan on December 2, 2009. The option will become 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 option shares on the third anniversary of the date of grant.

F10: Option granted under the Ecolab Inc. 2010 Stock Incentive Plan on December 1, 2010. The option will become 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 option shares on the third anniversary of the date of grant.

F11: Option granted under the Ecolab Inc. 2010 Stock Incentive Plan on December 1, 2011. The option will become 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 option shares on the third anniversary of the date of grant.