Edgar Filing: ECOLAB INC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0287

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January 31, 2005

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

SCHUMAN ALLAN L

2. Issuer Name and Ticker or Trading Symbol
ECOLAB INC [ECL]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

101 N. FEDERAL HIGHWAY, SUITE 601

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2005

(Street)

BOCA RATON, FL 33432

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/15/2005		M		59,860	A	$ 18.96	652,719	D
Common Stock	02/15/2005		S		24,700	D	$ 32.51	628,019	D
Common Stock	02/15/2005		S		3,500	D	$ 32.52	624,519	D
Common Stock	02/15/2005		S		24,000	D	$ 32.58	600,519	D
Common Stock	02/15/2005		S		2,560	D	$ 32.59	597,959	D
Common Stock	02/15/2005		S		3,000	D	$ 32.6	594,959	D
Common Stock	02/15/2005		S		2,100	D	$ 32.61	592,859	D
Common Stock	02/16/2005		M		173,476	A	$ 18.96	766,335	D
Common Stock	02/16/2005		M		14,900	A	$ 19.92	781,235	D
Common Stock	02/16/2005		S		91,000	D	$ 32.15	690,235	D
Common Stock	02/16/2005		S		40,500	D	$ 32.16	649,735	D
Common Stock	02/16/2005		S		16,200	D	$ 32.17	633,535	D
Common Stock	02/16/2005		S		18,600	D	$ 32.18	614,935	D
Common Stock	02/16/2005		S		13,500	D	$ 32.19	601,435	D
Common Stock	02/16/2005		S		1,000	D	$ 32.2	600,435	D
Common Stock	02/16/2005		S		1,800	D	$ 32.21	598,635	D
Common Stock	02/16/2005		S		700	D	$ 32.22	597,935	D
Common Stock	02/16/2005		S		2,576	D	$ 32.23	595,359	D
Common Stock	02/16/2005		S		2,500	D	$ 32.24	592,859	D
Common Stock								14,136.697 ⁽¹⁾	I	By Ecolab Savings Plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (Right to Buy)

$ 18.96

02/15/2005

59,860

12/06/2002⁽²⁾

12/06/2011

Common Stock

59,860

$ 0

173,476

Employee Stock Option (Right to Buy)

$ 18.96

02/16/2005

173,476

12/06/2002⁽²⁾

12/06/2011

Common Stock

173,476

$ 0

Employee Stock Option (Right to Buy)

$ 19.92

02/16/2005

14,900

08/13/2000⁽³⁾

08/13/2010

Common Stock

14,900

$ 0

285,100

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
SCHUMAN ALLAN L 101 N. FEDERAL HIGHWAY, SUITE 601 BOCA RATON, FL 33432	X

Signatures

/s/ David F. Duvick, Attorney-in-Fact for Allan L. Schuman		02/17/2005
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Number of UNITS owned by the reporting person in the Ecolab Stock Fund of the Ecolab Savings Plan (401(k) Plan) as of January 31, 2005. (The 14,136.697 UNITS are the equivalent of approximately 26,466.922 SHARES of the issuer's Common Stock.) Includes 69.964 UNITS acquired by the reporting person in the Ecolab Stock Fund of the Ecolab Savings Plan since the date of his last report.
(2)	Option granted under the Ecolab Inc. 1997 Stock Incentive Plan on December 6, 2001. The option was originally reported as covering 350,000 shares at an exercise price of $37.92/share, but has been adjusted to reflect a stock split on June 6, 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.
(3)	Option granted under the Ecolab Inc. 1997 Stock Incentive Plan on August 13, 1999. The option was originally reported as covering 150,000 shares at an exercise price of $39.84375/share, but has been adjusted to reflect a stock split on June 6, 2003. The option became exercisable, on a cumulative basis, as to 25% of the option shares (excluding any fractional portion less than one share), on each of the first, second and third anniversaries of the date of grant and as to the remaining option shares on the fourth anniversary of the date of grant.

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