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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

SCHUMAN ALLAN L

(Last)

(First)

(Middle)

101 N. FEDERAL HIGHWAY, SUITE 601

(Street)

BOCA RATON

33432

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman of the Board

3. Date of Earliest Transaction (Month/Day/Year)
11/01/2004

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	11/01/2004		M		573,476	A	$19.266	1,166,335	D
Common Stock	11/01/2004		F⁽¹⁾		393,819	D	$33.56	772,516	D
Common Stock	11/01/2004		M		466,664	A	$18.96	1,239,180	D
Common Stock	11/01/2004		F⁽¹⁾		317,343	D	$33.56	921,837	D
Common Stock	11/01/2004		S		172,200	D	$33.5	749,637	D
Common Stock	11/01/2004		S		13,400	D	$33.51	736,237	D
Common Stock	11/01/2004		S		2,800	D	$33.52	733,437	D
Common Stock	11/01/2004		S		1,600	D	$33.53	731,837	D
Common Stock	11/01/2004		S		500	D	$33.54	731,337	D
Common Stock	11/02/2004		S		30,000	D	$33.5	701,337	D
Common Stock	11/02/2004		S		300	D	$33.54	701,037	D
Common Stock	11/02/2004		S		2,000	D	$33.55	699,037	D
Common Stock	11/02/2004		S		700	D	$33.56	698,337	D
Common Stock	11/02/2004		S		400	D	$33.57	697,937	D
Common Stock	11/02/2004		S		10,000	D	$33.58	687,937	D
Common Stock	11/02/2004		S		100	D	$33.59	687,837	D
Common Stock	11/02/2004		S		21,300	D	$33.6	666,537	D
Common Stock	11/02/2004		S		1,900	D	$33.61	664,637	D
Common Stock	11/02/2004		S		2,100	D	$33.62	662,537	D
Common Stock	11/02/2004		S		1,400	D	$33.63	661,137	D
Common Stock	11/02/2004		S		12,400	D	$33.64	648,737	D
Common Stock	11/02/2004		S		15,200	D	$33.65	633,537	D
Common Stock	11/02/2004		S		100	D	$33.66	633,437	D
Common Stock	11/02/2004		S		878	D	$33.67	632,559	D
Common Stock	11/02/2004		S		10,300	D	$33.68	622,259	D
Common Stock	11/02/2004		S		2,000	D	$33.69	620,259	D
Common Stock	11/02/2004		S		27,400	D	$33.7	592,859	D
Common Stock								14,066.733⁽²⁾	I	By Ecolab Savings Plan

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)	$19.266	11/01/2004		M			573,476	⁽³⁾	08/18/2010	Common Stock	573,476	$0.00	86,524	D
Common Stock	$18.96	11/01/2004		M			466,664	⁽⁴⁾	12/06/2011	Common Stock	466,664	$0	233,336	D
Employee Stock Option (Right to Buy)	$33.56	11/01/2004		A		393,819		11/01/2004	08/18/2010	Common Stock	383,819	$0	383,819	D
Employee Stock Option (Right to Buy)	$33.56	11/01/2004		A		317,343		11/01/2004	12/06/2011	Common Stock	317,343	$0	317,343	D

Explanation of Responses:

1. Reflects the reporting person's payment of the exercise price of a stock option issued in accordance with Rule 16b-3 by delivering shares of Ecolab Common Stock and withholding option shares to satisfy withholding taxes.

2. Number of UNITS owned by the reporting person in the Ecolab Stock Fund of the Ecolab Savings Plan (401(k) Plan) as of September 30, 2004. (The 14,066.733 UNITS are the equivalent of approximately 24,585.477 SHARES of the issuer's Common Stock.) Includes 169.95 UNITS acquired by the reporting person in the Ecolab Stock Fund of the Ecolab Savings Plan since the date of his last report.

3. Option granted under the Ecolab Inc. 1997 Stock Incentive Plan on August 18, 2000. The option was originally reported as covering 330,000 shares at an exercise price of $38.53125/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.

4. 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.

Remarks:

SUMMARY OF TRANSACTIONS: Reporting person exercised two stock options by tendering shares to pay the exercise price and withholding shares to pay taxes, the net number of option shares were sold by the reporting person over two days, and the reporting person received two new options for the number of shares tendered and withheld at the current fair market value of the issuer's common stock with the same expiration date as the exercised options.

	/s/ David F. Duvick, Attorney-in-Fact for Allan L. Schuman	11/03/2004
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.