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*
BELL LAWRENCE T
(Last) (First) (Middle)
ECOLAB INC.
370 WABASHA STREET N.
(Street)
ST. PAUL MN 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)
General Counsel and Secretary
3. Date of Earliest Transaction (Month/Day/Year)
07/30/2009
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)
Code V Amount (A) or (D) Price
Common Stock 07/30/2009 M 20,000 A $18.96 124,058 D
Common Stock 07/30/2009 F(1) 13,781 D $41.45 110,277 D
Common Stock 07/30/2009 M 40,000 A $22.3675 150,277 D
Common Stock 07/30/2009 F(1) 29,448 D $41.45 120,829 D
Common Stock 07/30/2009 M 77,000 A $41.45 197,829 D
Common Stock 07/30/2009 F(1) 58,787 D $41.45 139,042 D
Common Stock 07/30/2009 S 19,100 D $41.5 119,942 D
Common Stock 07/31/2009 S 15,884 D $41.5 104,058 D
Common Stock 3,856 I By daughter
Common Stock 3,748 I By daughter
Common Stock 8,709.481(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Common Stock $18.96(3) 07/30/2009 M 20,000(3) 12/06/2002(3) 12/06/2011 Common Stock 20,000 $0 0 D
Employee Stock Option (Right to Buy) $41.45 07/30/2009 A 13,781 07/30/2009 12/06/2011 Common Stock 13,781 $0 13,781 D
Employee Stock Option (Right to Buy) $22.3675(4) 07/30/2009 M 40,000(4) 02/22/2003(4) 02/22/2012 Common Stock 40,000 $0 0 D
Employee Stock Option (Right to Buy) $41.45 07/30/2009 A 29,448 07/30/2009 02/22/2012 Common Stock 29,448 $0 29,448 D
Common Stock $24.34(5) 07/30/2009 M 77,000(5) 12/05/2003(5) 12/05/2012 Common Stock 77,000 $0 0 D
Employee Stock Option (Right to Buy) $41.45 07/30/2009 A 58,787 07/30/2009 12/05/2012 Common Stock 58,787 $0 58,787 D
Explanation of Responses:
1. Reflects the reporting person's payment of the exercise price and withholding taxes for a stock option issued in accordance with Rule 16b-3 by delivering or withholding shares of Ecolab Common Stock.
2. The reporting person indirectly holds 8,709.481 UNITS in the Ecolab Stock Fund of the Ecolab Savings Plan (401(k) Plan) as of June 30, 2009. Includes 65.898 UNITS acquired since the reporting person's last report. (The 8,709.481 UNITS are equivalent to approximately 16,293 SHARES of Common Stock.)
3. Option granted under the Ecolab Inc. 1997 Stock Incentive Plan on December 6, 2001. The option was originally reported as covering 40,000 shares at an exercise price of $37.92 but has been adjusted to reflect a stock split on June 6, 2003 and the subsequent exercise of 60,000 shares. The option became exercisable, cumulatively, as to one-third of the total shares subject to the option on each of the first and second anniversaries of the date of grant and as to the remaining shares on the third anniversary of the date of grant.
4. Option granted under the Ecolab Inc. 1997 Stock Incentive Plan on February 22, 2002. The option was originally reported as covering 20,000 shares at an exercise price of $44.4735 but has been adjusted to reflect a stock split on June 6, 2003. The option became exercisable, cumulatively, as to one-third of the total shares subject to the option on each of the first and second anniversaries of the date of grant and as to the remaining shares on the third anniversary of the date of grant.
5. Option granted under the Ecolab Inc. 2002 Stock Incentive Plan on December 5, 2002. The option was originally reported as covering 38,500 shares at an exercise price of $48.68 but has been adjusted to reflect a stock split on June 6, 2003. The option became exercisable, cumulatively, as to one-third of the total shares subject to the option on each of the first and second anniversaries of the date of grant and as to the remaining shares on the third anniversary of the date of grant.
/s/ David F. Duvick, Attorney-in-Fact for Lawrence T. Bell 07/31/2009
** 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.