SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

BELL LAWRENCE T

(Last)

(First)

(Middle)

ECOLAB INC.

370 WABASHA STREET N.

(Street)

ST. PAUL

55102

(City)

(State)

(Zip)

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, GC and Secretary

3. Date of Earliest Transaction (Month/Day/Year)
06/07/2004

4. If Amendment, Date of 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

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	06/07/2004		M		15,400	A	$6.7	94,966	D
Common Stock	06/07/2004		S		2,000	D	$30.5	92,966	D
Common Stock	06/07/2004		S		200	D	$30.51	92,766	D
Common Stock	06/07/2004		S		400	D	$30.52	92,366	D
Common Stock	06/07/2004		S		800	D	$30.55	91,566	D
Common Stock	06/07/2004		S		400	D	$30.58	91,166	D
Common Stock	06/07/2004		S		700	D	$30.6	90,466	D
Common Stock	06/07/2004		S		500	D	$30.61	89,966	D
Common Stock	06/07/2004		S		300	D	$30.63	89,666	D
Common Stock	06/07/2004		S		100	D	$30.66	89,566	D
Common Stock	06/07/2004		S		10,000	D	$30.7	79,566	D
Common Stock								7,762.097⁽¹⁾	I	By Employee Savings Plan
Common Stock								1,974⁽²⁾	I	By Daughter
Common Stock								2,082⁽³⁾	I	By Daughter

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (Right to Buy)⁽⁴⁾	$6.7	06/07/2004		M			15,400	08/18/1996	08/18/2005	Common Stock	15,400	$0	0	D

Explanation of Responses:

1. Number of UNITS in the Ecolab Stock Fund of the Ecolab Savings Plan (401(k) Plan) as of May 31, 2004. Includes 201.206 UNITS acquired since the reporting person's last report. (The 7,762.097 UNITS are the equivalent of approximately 14,457.22 shares of the issuer's Common Stock.)

2. A daughter of the reporting person holds 1,974 shares, of which, the reporting person is an Indirect Beneficial Owner.

3. A daughter of the reporting person holds 2,082 shares, of which, the reporting person is an Indirect Beneficial Owner.

4. This option was previously reported as covering 3,850 shares at an exercise price of $26.8125 per share, but has been adjusted to reflect 2-for-1 stock splits on January 15, 1998 and June 6, 2003. The option was granted under the Ecolab Inc. 1993 Stock Incentive Plan ("1993 Plan") on August 18, 1995 and became exercisable, on a cumulative basis, as to 25% of the total shares subject to the option (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 shares on the fourth anniversary of the date of grant.

	/s/ David F. Duvick, Attorney-in-Fact for Lawrence T. Bell	06/08/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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