ECOLAB INC. — Director's Dealing 2013

Feb 23, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ECOLAB INC (ECL)
CIK: 0000031462
Period of Report: 2013-02-20

Reporting Person: HANDLEY THOMAS W (President and COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-20	Common Stock	A	8800	$0.00	Acquired	63483	Direct
2013-02-20	Common Stock	F	2960	$75.335	Disposed	60523	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	532.210	Indirect

Footnotes

F1: Reflects the reporting person's payment of minimum statutory tax obligations by withholding shares of Ecolab Common Stock incident to the vesting of performance-based restricted stock units in accordance with Rule 16b-3.

F2: Number of UNITS in the Ecolab Stock Fund of the Ecolab Savings Plan (401(k) Plan) as of January 31, 2013. Includes 1.687 UNITS acquired since the reporting person's last report. (The 532.210 UNITS are the equivalent of approximtely 988 shares of the issuer's Common Stock.)