8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934



Date of Report (Date of earliest event reported):         JANUARY 15, 2001
                                                    ---------------------------



                                   ECOLAB INC.
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             (Exact name of registrant as specified in its charter)



            DELAWARE                  1-9328                   41-0231510
 ------------------------------  ------------------      ---------------------
  (State or other jurisdiction     (Commission               (IRS Employer
        of incorporation)          File Number)           Identification No.)


       370 WABASHA STREET NORTH, ST. PAUL, MINNESOTA              55102
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(Address of principal executive offices)                       (Zip Code)


Registrant's telephone number, include area code:          651-293-2233
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                                (NOT APPLICABLE)
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          (Former name or former address, if changed from last report.)




Item 7.  FINANCIAL STATEMENTS AND EXHIBITS.

         (c)      Exhibits
                  (99)  Ecolab Inc. News Release dated January 15, 2001.

Item 9.  REGULATION FD DISCLOSURE.

         Ecolab announced on January 15, 2001 that it is projecting diluted
         earnings per share for the full year 2001 to be in a $1.67 to $1.71
         range.

         Ecolab also announced that it anticipates diluted earnings per share
         for the fourth quarter of 2000 to be in the $0.36 area. If achieved,
         this would put diluted earnings per share for the year at $1.50, in
         line with Ecolab's previously announced projections. Both the estimate
         for the fourth quarter and the year 2000 are exclusive of certain
         one-time items to be taken in the fourth quarter. Ecolab estimated the
         net effect of these items to be approximately $0.06 to $0.07 per share
         which would be incremental to the foregoing estimates for the fourth
         quarter of 2000 and the full year 2000.

         A copy of the News Release issued by Ecolab in connection with this
         Item 9 is attached as Exhibit 99.


                                    SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                               ECOLAB INC.



                                               By: /s/Kenneth A. Iverson
                                                  ------------------------------
                                                  Kenneth A. Iverson
                                                  Vice President and Secretary


Date:     January 15, 2001


                                       2



                                 EXHIBIT INDEX



EXHIBIT NO.               DESCRIPTION                    METHOD OF FILING
- -----------             -----------                      ----------------
                                            
   (99)        Ecolab Inc. News Release dated     Filed herewith electronically.
               January 15, 2001

EX-99

                              FOR IMMEDIATE RELEASE

                              Michael J. Monahan        (651) 293-2809 (Tel)
                                                        (651) 225-3123 (Fax)


                          ECOLAB AFFIRMS 2000 OUTLOOK,
                     EXPECTS DOUBLE-DIGIT EPS GROWTH IN 2001
        WOULD REPRESENT NINTH CONSECUTIVE YEAR OF DOUBLE-DIGIT EPS GROWTH

         ST. PAUL, Minn., January 15, 2001 - Ecolab Inc. announced today that
its earnings are on track for 2000, and it expects to achieve yet another year
of double-digit growth in earnings per share for the year 2001.

          Allan L. Schuman, Ecolab's Chairman and Chief Executive Officer
commented, saying, "We have completed our plans for 2001, and believe we are
well-positioned for continued growth and expansion of our business. We are
confident regarding our prospects, and believe we will see the benefits of the
many investments in our businesses, new products and services, and in our
people, that we undertook last year. At the same time, we must temper this
optimism due to the potential impact the slowing economy and troublesome
currency trends may have on us. Net of these influences, we think our stable
markets and growth strategies should enable us to once again achieve
double-digit earnings growth and outperform our industry, and are projecting
diluted earnings per share for 2001 to be in a $1.67-$1.71 range.

         "Underscoring this good growth trend, the fourth quarter ending
December 31, 2000, appears to be on track and heading for a 13% gain to the
$0.36 per share area, excluding the one-time

                                   - more -



gains and charges in that period that were previously announced. That would, as
previously projected, put us at $1.50 for the year, a 15% gain over 1999.

         "We believe Ecolab's long-term opportunities remain robust, and the
union of Ecolab with our European joint venture, Henkel-Ecolab, announced late
last year, will bolster this bright future. We remain an aggressive,
results-oriented company, one that is committed to high standards of performance
and reliability - both to our customers and to our shareholders. We intend to
maintain that commitment and build upon it."

         Ecolab achieved seven consecutive years of double-digit earnings per
share growth through the year ended December 31, 1999. Final results for 2000
will be reported in mid-February.

         Ecolab previously announced it will take a fourth quarter one-time
pre-tax charge relating to office closures, early retirements, terminations and
other management actions focused on improving Ecolab's long term efficiency and
competitiveness. The charge is expected to be approximately $6 million to $8
million. The cash portion of the charge will effectively be funded by a portion
of the proceeds from the previously announced sale of the non-core Jackson
business. In addition, Ecolab will record a $2.4 million charge, net of tax, to
recognize the cumulative effect of the change in accounting principle relating
to the implementation of Staff Accounting Bulletin Number 101, "Revenue
Recognition in Financial Statements."

         As a result, Ecolab estimates the net effect of these items will
increase earnings per share approximately $0.06 to $0.07 in the fourth quarter
and full year 2000. This estimated increase would be incremental to the
Company's expectations as announced in this press release.

         Ecolab is the leading global developer and marketer of premium
cleaning, sanitizing, pest elimination, maintenance and

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repair products and services for the hospitality, healthcare,
food and beverage and industrial markets. For the year ended December 31, 1999,
Ecolab reported sales of $2.1 billion; including European joint venture sales of
$0.9 billion, Ecolab's global sales coverage was $3 billion. Ecolab shares are
traded on the New York Stock Exchange and the Pacific Exchange under the symbol
ECL.

         Ecolab news releases and other investor information are available on
the Internet at www.ecolab.com and by telephone at 1-800-FACT-ECL.

         This news release contains various "Forward-Looking Statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. These
include statements concerning our 2000 and 2001 financial and business
prospects. These statements, which represent Ecolab's expectations or beliefs
concerning various future events, are based on current expectations that involve
a number of risks and uncertainties that could cause actual results to differ
materially from those of such Forward-Looking Statements. These include: final
accounting adjustments required in connection with the audit for 2000, including
adjustments or subsequent events not anticipated in connection with 2000
projections; restraints on pricing flexibility due to competitive factors and
customer consolidations; cost increases due to higher oil prices or the
unavailability of adequate and reasonably-priced raw materials; the effect of
future acquisitions or divestitures or other corporate transactions, as well as
our ability to achieve plans for past acquisitions; the costs and effects of
compliance with environmental and other laws and regulations; changes in tax,
fiscal, governmental and other regulatory policies; market or regulatory factors
which could affect our ability to reacquire shares; economic factors such as the
worldwide economy, interest

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rates, currency movements, and the development of markets; the occurrence of (i)
litigation or claims, (ii) natural or man-made disasters and (iii) severe
weather conditions affecting the food service and hospitality industry; and
other uncertainties or risks reported from time-to-time in Ecolab's reports to
the Securities and Exchange Commission, including those under the heading
"Forward Looking Statements and Risk Factors" contained in the Company's Form
10-Q for the quarter ended September 30, 2000. Ecolab undertakes no duty to
update these Forward-Looking Statements.

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